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 2026
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 of Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Entry into a Material Agreement
On September
1, 2026, Chengdu Shanyou HVAC Engineering Co., Ltd. (the “Subsidiary”), a wholly owned subsidiary of WF International Limited
(the “Company”), entered into a lease agreement (the “2026 Lease Agreement”) with Ms. Ke Chen, as lessor, for
office space at Nos. 1110–1117, 11th Floor, Unit 1, Building 7, Longxi Center, No. 477 Wanxing Road, Wuhou District, Chengdu, Sichuan,
China. The 2026 Lease is a renewal to the lease between the Subsidiary and Ke Chen, which expired on July 31, 2026 (the “Original
Lease”). The renewed lease has a term of five years, expiring on August 31, 2031, providing a monthly rent of RMB 24,000 (approximately
US$3,600) payable quarterly. The other terms of the renewed lease remain substantially the same as the Original Lease. The foregoing description
is qualified in its entirety by reference to the full text of the 2026 Lease Agreement, an English translation of which is filed as Exhibit
99.1 hereto and incorporated herein by reference.
Ms. Ke
Chen is the Company’s Chief Executive Officer and a director and a principal shareholder. The 2026 Lease Agreement was reviewed
and approved by the audit committee of the Company’s board of directors.
INCORPORATION BY REFERENCE
This Form
6-K and the exhibits thereto, including any amendment and report filed for the purpose of updating such document, shall be deemed to be
incorporated by reference into (1) the registration statement on Form F-3, as amended (File No. 333-295778), and (2) the
post-effective amendment on Form F-3 to the registration statement on Form F-1 (File No. 333-290595) of the Company, to the extent not
superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
| Number |
|
Description of Exhibit |
| 99.1* |
|
English Translation of the Lease Agreement, by and between Ke Chen and Chengdu Shanyou HVAC Engineering Co., Ltd. |
* Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.
SIGNATURES
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 10, 2026
EXHIBIT 99.1
HOUSE LEASING CONTRACT
Lessor (hereinafter referred to as Party A):
Ke Chen
Lessor’s ID Number: [***]
Lessee (hereinafter referred to as Party B):
Chengdu Shanyou HVAC Engineering Co., Ltd. Lessee’s Business License No.: [***]
In accordance with the Contract Law of the People’s
Republic of China and relevant laws and regulations, Party A and Party B enter into this Contract on the basis of equality and voluntariness
concerning Party A leasing the Premises to Party B and Party B renting the Premises from Party A.
Clause 1 Premises Information
The Premises leased by Party A to Party B is located
at No.477 Wanxing Road, Wuhou District, Chengdu, with a construction area of 436.16 square meters, specifically Rooms 1110-1117, 11th
Floor, Unit 1, Building 7, Longxi Center.
Clause 2 Document Submission
Party A shall provide documents including the real
estate ownership certificate, the House Purchase Contract signed with the property developer, or other valid certificates proving
the right to lease, as well as identity documents. Party B shall provide its identity certification documents. Both parties may keep copies
of the other party’s documents after verification. All copies shall be used solely for this lease.
Clause 3 Lease Term and Purpose
| |
1. |
The lease term totals 60 months, commencing on September 1, 2026 and expiring on August 31, 2031 (August 2026 is a rent-free period). |
| 2. | If Party B intends to renew the lease, it shall notify Party A 15 days prior to the expiration of the
lease term, and both parties shall sign a new leasing contract. |
| 3. | Party B shall use the Premises solely for office purposes and shall not carry out business activities
in violation of national laws and regulations. Upon expiry of the lease term, if Party A continues to lease out the Premises, Party B
shall have the priority to rent it. |
Clause 4 Rent and Payment Terms
| 1. | The monthly rent is RMB Twenty-Four Thousand Only (¥24,000.00). Rent shall be paid on a quarterly
basis. Party B shall pay the rent to Party A by the 1st day of each payment period. In the lease term, any rent fluctuation caused by
market price changes shall be subject to separate negotiation between both parties. |
| 2. | Party B shall pay the first-period rent of RMB Seventy-Two Thousand Only (¥72,000.00) on or before
September 1, 2026. |
| 3. | Party A’s bank account for receiving payments: Bank of Deposit: Industrial and Commercial Bank of
China, Chengdu Binjiang Sub-branch Business Office Account Name: Ke Chen Bank Account No.: [***] |
Clause 5 Lease Deposit
| 1. | Party B shall pay a lease deposit of RMB Twenty-Four Thousand Only (¥24,000.00) to Party A on or before
September 1, 2026. |
| 2. | Upon expiry of the lease term if Party B does not renew the lease, the lease deposit shall be fully refunded
(interest-free) to Party A after deducting expenses and rent payable by Party B, or compensation for breach of contract for which Party
B is liable under this Contract. |
Clause 6 Premises Hand-over and Expense Liability
| 1. | Party A shall hand over the Premises to Party B for use on September 1, 2026. Upon hand-over, Party A
shall settle all outstanding debts and complete hand-over formalities. Hand-over shall be deemed completed once both parties inspect,
sign for confirmation and hand over the Premises keys. |
| 2. | During the lease term, property management fees, water and electricity charges, telephone fees, internet
access fees, cable TV fees, gas fees, cleaning fees, parking fees and all other miscellaneous expenses arising from the use of the Premises
shall be borne by Party B. For any expenses not listed herein, both parties may negotiate and specify them in the remarks of this Contract
or sign a supplementary agreement separately. |
Clause 7 Sub-leasing
During the lease term, Party B shall not sub-lease
part or all of the Premises to any third party (except with the prior written consent of Party A; provided that the sub-lease term shall
not exceed the lease term stipulated in this Contract). If Party B conducts unauthorized sub-leasing, Party A has the right to terminate
this Contract and forfeit the full lease deposit. Party B shall also compensate for any losses incurred to Party A arising from such sub-leasing.
Clause 8 Rights and Obligations of Both Parties
| 1. | Party A shall ensure that the Premises and its attached facilities delivered are fit for the lease purpose
and meet safety requirements under applicable national laws, regulations and rules. Party B shall use the Premises and its attached facilities
in a reasonable manner. |
| 2. | During the lease term, Party B shall not alter the structure or purpose of the Premises without authorization.
Otherwise, Party A has the right to forfeit the lease deposit and unilaterally terminate this Contract. If either Party A or Party B intends
to reconstruct, expand or renovate the Premises, a separate written agreement shall be signed by both parties in compliance with applicable
laws. |
| 3. | It shall constitute a breach of contract by Party B if Party B deliberately defaults on rent payment,
fails to pay relevant fees or surrenders the Premises in advance. Party A is entitled to forfeit the lease deposit. If Party A unilaterally
terminates this Contract after receiving the lease deposit or otherwise breaches this Contract, it shall constitute a breach of contract
by Party A, and Party B may demand Party A to refund double the lease deposit. |
| 4. | Upon termination or rescission of this Contract, Party A has the right to take back the Premises. Party
B shall move out unconditionally within 5 days. If Party B refuses to return the keys and vacate the Premises, Party A may enter the Premises
in the presence of property management staff, and all articles left in the Premises shall be deemed abandoned by Party B. |
| 5. | Party B has the right to request Party A to issue receipts for all payments received by Party A. Bank
transfer slips may serve as proof of payment. |
| 6. | If this Contract cannot be performed due to force majeure (unforeseeable, unavoidable and insurmountable
events), this Contract shall be automatically terminated. Neither party shall be liable to the other. Party A shall refund the lease deposit
(interest-free) to Party B within three days. |
Clause 9 Other Agreements
Within the five-year lease term under this Contract,
if either party intends to terminate the lease in advance, it shall notify the other party one month in advance. If Party A fails to give
such notice on time, Party A shall pay double the lease deposit as compensation to Party B. If Party B fails to give such notice on time,
the lease deposit shall be forfeited.
Clause 10
This Contract is made in two counterparts, each of
which shall have equal legal effect and shall take effect upon signature / seal by both parties. Any dispute arising out of or in connection
with this Contract may be submitted to the people’s court at the location of the Premises for litigation.
| Lessor (Party A): Ke
Chen |
|
Lessee (Party B): Chengdu Shanyou |
| |
|
HVAC Engineering
Co., Ltd. |
| |
|
|
| Agent / Representative:______________ |
|
Agent
/ Representative:______________ |
| Tel.: [***] |
|
Tel.: [***] |
| Date: |
|
Date: |
