WF International (WXM) pays advisors in stock, lifting share count to 10.25M

Rhea-AI Filing Summary

WF International Limited reported issuing ordinary shares to pay advisors for consulting and financial services related to an acquisition and investor relations work. On February 26, 2026, it issued 739,840 shares valued at $500,000, 190,245 shares valued at $90,000, and 697,564 shares valued at $330,000. After these issuances, WF had 10,248,337 ordinary shares outstanding. The shares were issued in unregistered transactions relying on Section 4(a)(2) of the Securities Act or Regulation D.

Positive

• None.

Negative

• WF International issued advisory compensation in shares, increasing its outstanding ordinary shares to 10,248,337 and creating potentially meaningful dilution for existing shareholders.

Insights

Equity capital markets analyst

WF pays advisors with stock, creating notable dilution via unregistered issuances.

WF International Limited compensated three advisors with ordinary shares worth a combined $920,000 for M&A, investor relations, and financial advisory services, rather than paying cash. This shifts advisory costs into equity and expands the share count.

The disclosed 10,248,337 shares outstanding after issuance indicate meaningful dilution relative to the prior base, though the prior figure is not provided here. The shares were issued as unregistered securities under Section 4(a)(2) and Regulation D, limiting them to private placement-style buyers rather than a public offer.

Key Figures

M&A consulting shares: 739,840 shares M&A consulting value: $500,000 Investor relations shares: 190,245 shares +4 more

7 metrics

M&A consulting shares 739,840 shares Issued February 26, 2026 for Chaokun acquisition consulting

M&A consulting value $500,000 Aggregate value based on 20-day average closing price

Investor relations shares 190,245 shares Issued for 12-month investor relations services

Investor relations value $90,000 Aggregate value based on 20-day average closing price

Financial advisory shares 697,564 shares Issued for 12-month financial advisory services

Financial advisory value $330,000 Aggregate value based on 20-day average closing price

Shares outstanding after issuances 10,248,337 shares Ordinary shares outstanding immediately after February 26, 2026 issuances

Key Terms

Unregistered Sales of Equity Securities, Section 4(a)(2) of the Securities Act, Regulation D, engagement letter, +2 more

6 terms

Unregistered Sales of Equity Securities regulatory

"Unregistered Sales of Equity Securities On February 26, 2026, WF International Limited"

Section 4(a)(2) of the Securities Act regulatory

"These shares were offered pursuant to the exemption afforded by Section 4(a)(2) of the Securities Act"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

Regulation D regulatory

"or Regulation D promulgated thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

engagement letter financial

"pursuant to an engagement letter with such advisor"

investor relations services financial

"for its investor relations services for a term 12 months"

Investor relations services are the communication and information tasks a company uses to keep current and potential investors informed and confident—like a friendly translator between a business and its shareholders. These services organize financial reports, answer investor questions, manage earnings calls and public disclosures so people can judge a company’s health; clearer, timely information reduces uncertainty and can directly affect investor decisions and a stock’s market value.

acquisition of control financial

"in connection with WF’s acquisition of control over Chengdu Chaokun"

Form 6-K: How Foreign Companies Report to the SEC →

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 April 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 Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Unregistered Sales of Equity Securities

On February 26, 2026, WF International Limited (“WF”) issued 739,840 ordinary shares to a third-party advisor for its consulting services rendered and to be rendered in connection with WF’s acquisition of control over Chengdu Chaokun Sports Culture Development Co., Ltd. (“Chaokun”) pursuant to a merger and acquisition consulting service agreement with such advisor. These shares had an aggregate value of $500,000, calculated at the average closing price of WF’s ordinary shares over the 20 trading days immediately prior to the execution date of the mergers and acquisition consulting service agreement.

On the same day, WF also issued 190,245 ordinary shares to the same advisor for its investor relations services for a term 12 months pursuant to an investor relations consulting agreement with such advisor. These shares had an aggregate value of $90,000, calculated at the average closing price of WF’s ordinary shares over the 20 trading days immediately prior to the execution date of the investor relations consulting agreement.

In addition, on February 26, 2026, WF issued 697,564 ordinary shares to another unaffiliated third party advisor for its financial advisory services for a term of 12 months pursuant to an engagement letter with such advisor. These shares had an aggregate value of $330,000, calculated at the average closing price of WF’s ordinary shares over the 20 trading days immediately prior to the execution date of the engagement letter.

Immediately following the foregoing issuances, WF had 10,248,337 issued and outstanding ordinary shares. The ordinary shares issued to the advisors have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction. These shares were offered pursuant to the exemption afforded by Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder.

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: April 2, 2026

FAQ

What new shares did WF International (WXM) issue to advisors?

WF International issued 739,840 ordinary shares to a third-party advisor for M&A consulting, 190,245 shares for 12-month investor relations services, and 697,564 shares to another advisor for 12-month financial advisory services, all dated February 26, 2026 and paid in stock instead of cash.

How much value did WF International (WXM) grant through these share issuances?

The company valued the M&A consulting shares at $500,000, the investor relations shares at $90,000, and the financial advisory shares at $330,000, using the average closing price over the 20 trading days before each agreement’s execution, for total advisory compensation of $920,000 in stock.

How many WF International (WXM) shares were outstanding after the issuances?

Immediately after issuing these advisory shares, WF International had 10,248,337 issued and outstanding ordinary shares. This figure reflects the expanded equity base following the three compensation-related stock grants completed on February 26, 2026, as described in the company’s foreign issuer report.

Were WF International (WXM) advisory shares registered with the SEC?

No. The ordinary shares issued to advisors were not registered and will not be registered under the Securities Act of 1933 or state securities laws. WF International relied on Section 4(a)(2) and Regulation D exemptions, treating these as private, unregistered offerings to the advisors.

Why did WF International (WXM) issue shares for advisory services?

WF International used shares to compensate advisors for specific services: M&A consulting tied to acquiring control of Chengdu Chaokun Sports Culture Development, 12-month investor relations support, and 12-month financial advisory services, effectively preserving cash while expanding its share count for professional support.

How were WF International (WXM) advisory share values calculated?

Each block of advisory shares was valued using the average closing price of WF International’s ordinary shares over the 20 trading days immediately preceding execution of the relevant consulting or engagement agreement, providing a market-based measure for the non-cash compensation amounts disclosed.