STOCK TITAN

WF International to raise $5.5M in share sale

WF International Ltd. agrees to a registered direct share sale under its Form F-3 shelf, aiming to raise about $5.5 million for general corporate purposes.

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

WF International Ltd. (WXM) entered into a Share Purchase Agreement with certain investors for a registered direct offering of 5,000,000 ordinary shares at $1.10 per share under its effective Form F-3 shelf registration statement.

The company expects gross proceeds of approximately $5,500,000, before offering expenses, and intends to use the net proceeds for general corporate purposes. The transaction is expected to close on September 14, 2026, subject to customary closing conditions and covenants.

Positive

  • None.

Negative

  • None.

Filing Explained

If the expected September 14, 2026 closing occurs, WF International would issue 5,000,000 additional ordinary shares; this would increase the total share count and reduce existing holders’ percentage ownership, absent offsetting changes.

Shares Offered 5,000,000 ordinary shares Registered direct offering under the Share Purchase Agreement
Offering Price $1.10 per share Price per ordinary share in the registered direct offering
Gross Proceeds $5,500,000 Expected gross proceeds from the offering before expenses
Shelf Registration Statement Form F-3, File No. 333-295778 Effective shelf used for the registered direct offering
F-3 Effectiveness Date May 27, 2026 Date the Form F-3 registration statement was declared effective
Expected Closing Date September 14, 2026 Anticipated closing date of the registered direct offering
registered direct offering financial
"agreed to sell and issue to the Purchasers, in a registered direct offering"
A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.
shelf registration statement regulatory
"pursuant to the Company’s shelf registration statement on Form F-3"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
Form F-3 regulatory
"shelf registration statement on Form F-3 (File No. 333-295778)"
Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.
prospectus supplement regulatory
"and a prospectus supplement dated September 10, 2026 filed with the SEC"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
Share Purchase Agreement financial
"entered into a Share Purchase Agreement (the “Share Purchase Agreement”)"
A share purchase agreement is a written contract that outlines the terms and conditions for buying and selling shares of a company. It specifies details like the price, number of shares, and any special conditions, ensuring both buyer and seller agree on the transaction. For investors, it provides clarity and legal protection, making sure the purchase is clear and enforceable.
Offering Type shelf
Use of Proceeds Net proceeds to be used for general corporate purposes.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing transaction did WXM announce in this Form 6-K?

WF International Ltd. announced a registered direct offering, agreeing to sell 5,000,000 ordinary shares to certain investors under a Share Purchase Agreement.

How much capital is WF International Ltd. (WXM) raising and at what price?

WF International Ltd. expects to raise approximately $5,500,000 in gross proceeds by selling 5,000,000 ordinary shares at an offering price of $1.10 per share.

When is the WXM registered direct offering expected to close?

The offering by WF International Ltd. is expected to close on September 14, 2026, subject to customary closing conditions contained in the Share Purchase Agreement.

How will WF International Ltd. (WXM) use the proceeds from this offering?

WF International Ltd. intends to use the net proceeds from the offering for general corporate purposes, as stated in the report.

Under which registration statement is the WXM offering being made?

The shares are being offered and sold under WF International Ltd.’s Form F-3 shelf registration statement (File No. 333-295778), declared effective on May 27, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates

 

 

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 

 

 

 

Entry into a Material Definitive Agreement.

 

On September 10, 2026, WF International Limited, a Cayman Islands exempted company (the “Company” or “WF”), entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with certain investors (collectively, the “Purchasers”), pursuant to which the Company agreed to sell and issue to the Purchasers, in a registered direct offering (the “Offering”), 5,000,000 ordinary shares, par value $0.00001 per share, of the Company (the “Shares”), at an offering price of $1.10 per share.

 

The Offering is expected to close on September 14, 2026. The Shares are offered and sold pursuant to the Company’s shelf registration statement on Form F-3 (File No. 333-295778), which was initially filed with the Securities and Exchange Commission (the “SEC”) on May 11, 2026, and was declared effective by the SEC on May 27, 2026 (the “Registration Statement”), the base prospectus dated May 11, 2026 contained in the Registration Statement, and a prospectus supplement dated September 10, 2026 filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).

 

The Company expects to receive gross proceeds from the Offering of approximately $5,500,000, before deducting estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for general corporate purposes.

 

The Share Purchase Agreement contains customary conditions to closing, representations and warranties of the Company and the Purchasers, and termination rights of the parties, as well as certain indemnification obligations of the Company and ongoing covenants for the Company.

 

A copy of the opinion of Maples and Calder (Hong Kong) LLP, Cayman counsel to the Company, relating to the legality of the Shares is filed as Exhibit 5.1 to this Report on Form 6-K (this “Report”) and is incorporated by reference into the Registration Statement.

 

The foregoing summary of the terms of the Share Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the form of such document attached to this Report as Exhibit 10.1, and is incorporated herein by reference.

 

 

 

INCORPORATION BY REFERENCE

 

This Form 6-K and the exhibit 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.

 

Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Document
5.1   Opinion of Maples and Calder (Hong Kong) LLP regarding the validity of the Shares
10.1   Form of the Share Purchase Agreement
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

  

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 11, 2026

 

 

 

Filing Exhibits & Attachments

2 documents

Keep reading