WF International inks $2M Reg S private placement

WF International Limited reported a new equity financing and related waiver arrangements.

Rhea-AI Filing Summary

WF International Limited reported a new equity financing and related waiver arrangements. The company entered into a Regulation S private placement to issue 1,680,671 ordinary shares at $1.19 per share, for total gross proceeds of $2,000,000, with closing expected on or about June 26, 2026.

Separately, the company agreed with its prior placement agents to waive their right of first refusal on future offerings tied to a November 2025 deal. In return, WF International will pay an $80,000 cash fee, issue 20,000 unregistered ordinary shares, and reduce the exercise prices of existing placement agent and investor warrants to $1.19 per share.

Insights

Equity Capital Markets Analyst

WF International raises $2M privately and reprices outstanding warrants to the new share issue level.

WF International Limited arranged a $2,000,000 Regulation S private placement, issuing 1,680,671 ordinary shares at $1.19. This provides additional equity capital from non‑U.S. investors, using an unregistered route rather than a public offering structure.

The company also negotiated a waiver of a right of first refusal granted to its 2025 placement agents. In exchange, it will pay an $80,000 fee, issue 20,000 unregistered shares, and cut warrant exercise prices from $25.00 and $3.8671 to $1.19. This repricing may influence when holders choose to exercise their warrants and affects the economics for both the company and warrant holders.

Key Figures

Private placement shares: 1,680,671 shares Private placement price: $1.19 per share Private placement proceeds: $2,000,000 +5 more

8 metrics

Private placement shares 1,680,671 shares Ordinary shares issued in Regulation S private placement

Private placement price $1.19 per share Issue price for ordinary shares in June 2026 deal

Private placement proceeds $2,000,000 Aggregate purchase price for the Regulation S placement

Waiver cash fee $80,000 Cash fee to placement agents for ROFR waiver

Waiver share grant 20,000 shares Unregistered ordinary shares issued to placement agents

Old placement agent warrant price $25.00 per share Original exercise price of placement agent warrants

Old investor warrant price $3.8671 per share Original exercise price of 2025 investor warrants

New warrant exercise price $1.19 per share Reset exercise price for both placement agent and investor warrants

Key Terms

Regulation S, Private Placement, right of first refusal, placement agency agreement, +2 more

6 terms

Regulation S regulatory

"The sale of the ordinary shares is being made pursuant to the provisions of Regulation S promulgated under the Securities Act of 1933"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

Private Placement financial

"in connection with the issuance and sale (the “Private Placement”) of an aggregate of 1,680,671 ordinary shares"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

right of first refusal financial

"the Placement Agents waived their right of first refusal (the “ROFR”) granted to them"

A right of first refusal gives an existing shareholder or party the chance to buy an asset or shares before the owner can sell them to someone else. Think of it like being offered the first option to buy a house when the owner decides to sell; it matters to investors because it can limit who can acquire a stake, slow or block transactions, and affect the price and liquidity of an investment by restricting open-market sales or new buyers.

placement agency agreement financial

"pursuant to that certain placement agency agreement dated November 4, 2025 (the “Placement Agency Agreement”)"

warrants financial

"the Company agreed to reduce the exercise price of the warrants issued to the Placement Agents and the warrants issued to the investors"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

registration statement on Form F-3 regulatory

"shall be deemed to be incorporated by reference into the registration statement on Form F-3, as amended"

A registration statement on Form F-3 is a streamlined filing used by eligible foreign companies to register securities for sale in the U.S., often as a “shelf” that lets them offer shares quickly when market conditions are right. For investors it matters because it signals that the company can raise capital on short notice—potentially increasing liquidity but also the risk of share dilution if new stock is issued—similar to a company keeping a pre-approved credit line ready to use.

FAQ

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

What equity financing did WF International Limited (WXM) announce in the June 2026 Form 6-K?

WF International Limited entered into a Regulation S private placement to issue 1,680,671 ordinary shares at $1.19 per share. The transaction is expected to raise gross proceeds of $2,000,000, with closing anticipated on or about June 26, 2026.

At what price is WF International Limited (WXM) issuing new shares in the private placement?

The company agreed to sell 1,680,671 ordinary shares at $1.19 per share. This price sets the valuation for the $2,000,000 Regulation S private placement and is also used as the new exercise price for certain repriced warrants described in the same filing.

What did WF International Limited (WXM) agree to in the waiver with its placement agents?

WF International Limited obtained a waiver of the placement agents’ right of first refusal on future offerings linked to a November 2025 deal. In return, it will pay an $80,000 cash fee, issue 20,000 unregistered ordinary shares, and reprice specified warrants to $1.19 per share.

How were WF International Limited’s (WXM) existing warrants affected by the June 2026 waiver agreement?

The exercise price of placement agent warrants and investor warrants from the 2025 offering was reduced. Placement agent warrants dropped from $25.00 per share and investor warrants from $3.8671 per share, both reset to $1.19 per share, matching the private placement share price.

Under which securities law exemption is WF International Limited (WXM) conducting the new share sale?

The company is conducting the share sale under Regulation S of the U.S. Securities Act of 1933. Regulation S allows offerings made outside the United States to non‑U.S. persons, so the 1,680,671 ordinary shares are being issued in an unregistered offshore transaction.

How is WF International Limited’s (WXM) June 2026 Form 6-K used in its existing shelf registrations?

The Form 6-K and its exhibits are incorporated by reference into WF International Limited’s effective Form F-3 shelf registration statements. This means the described private placement and waiver arrangements become part of the disclosure record under those existing registration files.

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

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Accepted by SEC EDGAR 06/26/2026 - 04:10 PM EDT 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 June 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

Unregistered Sales of Equity Securities

Share Purchase Agreement

On June 24, 2026, the Company entered into a share purchase agreement (the “Share Purchase Agreement”) with several investors (each a “Purchaser” and collectively, the “Purchasers”), in connection with the issuance and sale (the “Private Placement”) of an aggregate of 1,680,671 ordinary shares, par value $0.00001 per share, of the Company at $1.19 per share for an aggregate purchase price of $2,000,000. The parties anticipated closing the Private Placement on or about June 26, 2026. The sale of the ordinary shares is being made pursuant to the provisions of Regulation S promulgated under the Securities Act of 1933, as amended.

The foregoing description of the Share Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, a form of which is filed as Exhibit 10.1 hereto and incorporated by reference.

Waiver Agreement

On June 23, 2026, the Company also entered into a waiver agreement (the “Waiver Agreement”) with The Benchmark Company, LLC (“Benchmark”), and Axiom Capital Management, Inc. (“Axiom” and, together with Benchmark, the “Placement Agents”). Pursuant to the Waiver Agreement, the Placement Agents waived their right of first refusal (the “ROFR”) granted to them pursuant to that certain placement agency agreement dated November 4, 2025 (the “Placement Agency Agreement”), by and among the Company and the Placement Agents, to act as lead or joint investment bankers, lead or joint book runners, lead or joint placement agents, and/or investment banker/advisor for each and every future public and private equity and debt offering, including all equity-linked financings, for a period of 12 months after the closing date of the Company’s registered direct offering completed on November 6, 2025 (the “2025 Offering”).

In consideration of the waiver, the Company agreed to pay the Placement Agents a cash fee in the aggregate amount of $80,000 (the “Waiver Fee”), and an aggregate of 20,000 unregistered ordinary shares of the Company bearing customary restrictive legends upon execution of the Waiver Agreement.

In addition, the Company agreed to reduce the exercise price of the warrants issued to the Placement Agents (the “Placement Agent Warrants”) and the warrants issued to the investors in the 2025 Offering from $25.00 per share and $3.8671 per share, respectively, to $1.19 per share, at which the Company sold its ordinary shares to investors in the Private Placement.

The foregoing description of the Waiver Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, a copy of which is filed as Exhibit 10.2 hereto and incorporated by reference.

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
10.1		Form of Share Purchase Agreement
10.2		Waiver Agreement, dated June 23, 2026, by and among WF International Limited, The Benchmark Company LLC, and Axiom Capital Management, Inc.

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: June 26, 2026

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 191.9 KB
• EX-10.2 EXHIBIT 10.2 20.9 KB