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WF International plans $167K direct stock sale

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.

(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 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.

Positive

  • None.

Negative

  • None.

Filing Explained

If the offering closes and the agreed 111,333 ordinary shares are issued, WF’s total share count will increase and existing holders’ percentage ownership will decrease; the filing still describes closing as expected on August 21, 2026, not completed.

Shares Offered 111,333 ordinary shares Registered direct offering under Form F-3 shelf
Offering Price $1.50 per share Price for the registered direct offering
Gross Proceeds $166,999.50 Expected gross proceeds before offering expenses
Par Value $0.00001 per share Par value of WF International ordinary shares
Expected Closing Date August 21, 2026 Anticipated closing of the offering
Form F-3 File Number 333-295778 Shelf registration statement used for the 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.
prospectus supplement regulatory
"and a prospectus supplement dated August 20, 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.
indemnification obligations financial
"as well as certain indemnification obligations of the Company"
A company's indemnification obligations are promises it has made to cover certain losses, legal costs, or damages that another party might suffer because of the company’s actions or events tied to a deal. Think of it like a guarantee or built-in insurance: if something goes wrong, the company must step in and pay. For investors this matters because these potential payouts create contingent liabilities that can reduce cash, raise legal exposure, and affect a company’s value and risk profile.
general corporate purposes financial
"use the net proceeds from the Offering for general corporate purposes"
"General corporate purposes" refer to the broad range of activities and expenses a company can use its funds for to support its overall operations and growth. This can include things like paying bills, investing in new projects, or strengthening its financial position. For investors, understanding this term helps clarify how a company plans to use its resources to sustain and expand its business over time.
Offering Type shelf
Use of Proceeds general corporate purposes

FAQ

What capital raise did WF International Ltd. (WXM) announce in this Form 6-K?

WF International Ltd. entered a Share Purchase Agreement to sell 111,333 ordinary shares in a registered direct offering at $1.50 per share, using its effective Form F-3 shelf registration statement and a prospectus supplement dated August 20, 2026.

How much money will WF International Ltd. (WXM) receive from the offering?

WF International Ltd. expects gross proceeds of $166,999.50 from the offering, before deducting estimated offering expenses. Net proceeds after expenses are intended to support the company’s general corporate purposes.

When is the WF International Ltd. (WXM) registered direct offering expected to close?

The offering is expected to close on August 21, 2026. Closing remains subject to the customary conditions contained in the Share Purchase Agreement between WF International and the participating investors.

Under which registration statement is WF International Ltd. (WXM) issuing these shares?

The shares are being issued under WF International’s Form F-3 shelf registration statement (File No. 333-295778), initially filed and declared effective on May 27, 2026, together with a prospectus supplement dated August 20, 2026.

What will WF International Ltd. (WXM) use the offering proceeds for?

WF International Ltd. intends to use the net proceeds from the offering for general corporate purposes. The company does not specify particular projects, leaving funds available for broad corporate needs.

What key terms are included in WF International Ltd.’s Share Purchase Agreement?

The Share Purchase Agreement includes customary conditions to closing, representations and warranties of both the company and investors, termination rights, indemnification obligations of the company, and certain ongoing covenants for WF International.

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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 August 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 August 19, 2026, WF International Limited, a Cayman Islands exempted company (the “Company” or “WF”), entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with the 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”), 111,333 ordinary shares, par value $0.00001 per share, of the Company (the “Shares”), at an offering price of $1.50 per share.

 

The Offering is expected to close on August 21, 2026. The Shares are offered and sold pursuant to the Company’s shelf registration statement on Form F-3 (File No. 333-333-295778), which was initially filed with the Securities and Exchange Commission (the “SEC”) on May 27, 2026, and was declared effective by the SEC on May 27, 2026 (the “Registration Statement”), the base prospectus dated May 27, 2026 contained in the Registration Statement, and a prospectus supplement dated August 20, 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 $166,999.50, 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: August 20, 2026

 

 

 

Filing Exhibits & Attachments

2 documents