WF International pays $100K to end banker ROFR

WF International Ltd. (WXM) reports that it has terminated a prior right of first refusal granted to its placement agents.

Rhea-AI Filing Summary

WF International Ltd. (WXM) reports that it has terminated a prior right of first refusal granted to its placement agents. Previously, under a November 2025 placement agency agreement, The Benchmark Company, LLC and Axiom Capital Management, Inc. held a right of first refusal for twelve months following November 6, 2025 to act as investment bankers, book runners, or placement agents for all of the company’s equity and debt offerings and merger or acquisition transactions, subject to agreed terms.

On August 19, 2026, WF International Ltd. entered into a termination agreement with these firms, under which the company will make a $100,000 cash payment to them in exchange for ending the right of first refusal in its entirety. All other provisions of the underlying placement agency agreement remain in effect. This report and the termination agreement are incorporated by reference into the company’s existing Form F-3 registration statements.

Key Figures

Termination payment: $100,000 ROFR period: twelve months Form F-3 file number: 333-295778 +1 more

4 metrics

Termination payment $100,000 Cash payment WF International Ltd. will make to the placement agents under the termination agreement

ROFR period twelve months Duration after November 6, 2025 during which the right of first refusal originally applied

Form F-3 file number 333-295778 Registration statement into which this Form 6-K is incorporated by reference

Form F-1 file number 333-290595 Original Form F-1 for which a post-effective amendment on Form F-3 incorporates this Form 6-K

Key Terms

right of first refusal, placement agency agreement, Form F-3, post-effective amendment

4 terms

right of first refusal financial

"the Placement Agents are entitled to a right of first refusal (the “ROFR”)"

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

"entered into a placement agency agreement (the “Placement Agency Agreement”)"

Form F-3 regulatory

"incorporated by reference into (1) the registration statement on Form F-3"

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.

post-effective amendment regulatory

"the post-effective amendment on Form F-3 to the registration statement"

A post-effective amendment is an official update to a securities registration document filed after that document has become effective with regulators; it corrects, adds or replaces information about the securities, the company, or an offering. Investors care because it keeps the legal record current and can change what is being sold or the rights attached to shares — like getting a revised product manual after a launch that may affect value or use.

FAQ

What did WF International Ltd. (WXM) announce in the August 2026 Form 6-K?

WF International Ltd. announced a termination agreement with its placement agents, ending their right of first refusal on future offerings and M&A deals. In exchange, the company will make a $100,000 cash payment, while the rest of the placement agency agreement remains in force.

What right of first refusal was terminated by WF International Ltd. (WXM)?

The terminated right of first refusal allowed two placement agents to act as investment bankers, book runners, or placement agents for all WF International Ltd. equity and debt offerings and merger or acquisition transactions for twelve months following November 6, 2025, subject to specified terms.

How much is WF International Ltd. (WXM) paying to terminate the right of first refusal?

WF International Ltd. agreed to pay a $100,000 cash amount to The Benchmark Company, LLC and Axiom Capital Management, Inc. This payment is the consideration for terminating the right of first refusal, which will be of no further force or effect after the agreement.

Does the termination affect the rest of WF International Ltd.’s placement agency agreement?

No. The termination agreement only ends the right of first refusal. WF International Ltd. states that all other rights, obligations, and provisions of the original placement agency agreement remain in full force and effect according to their existing terms.

How does this Form 6-K affect WF International Ltd. (WXM)’s registration statements?

The Form 6-K and its exhibits are incorporated by reference into WF International Ltd.’s Form F-3 registration statement (File No. 333-295778) and the post-effective amendment on Form F-3 to its Form F-1 (File No. 333-290595), unless later filings supersede them.

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Available on EDGAR 08/19/2026 - 04:54 PM Accepted by SEC EDGAR 08/19/2026 - 04:53 PM 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 Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

As previously disclosed on the Report on Form 6-K filed with the Securities and Exchange Commission by WF International Limited, a Cayman Islands exempted company (the “Company”) on November 10, 2025, on November 4, 2025, the Company and The Benchmark Company, LLC and Axiom Capital Management, Inc. (collectively, the “Placement Agents”) entered into a placement agency agreement (the “Placement Agency Agreement”), pursuant to which the Placement Agents are entitled to a right of first refusal (the “ROFR”), as set forth in Section 2(D) of the Placement Agency Agreement, to act as investment bankers, book runners, or placement agents (i) for each and every public and private equity and debt offerings of the Company and (ii) each proposed or contemplated merger or acquisition transaction whereby the Company would be merged into or acquired by another company or entity for a period of twelve months following November 6, 2025, subject to certain terms and limitations pursuant to the Placement Agency Agreement.

On August 19, 2026, the Company and the Placement Agents entered into a right of first refusal termination agreement (the “Termination Agreement”), pursuant to which the Company agreed to make a cash payment of $100,000 to the Placement Agents, in consideration for the Placement Agents’ agreement to terminate the ROFR in its entirety, and the ROFR shall be of no further force or effect. Such termination does not affect any other rights, obligations, or provisions of the Placement Agency Agreement, which shall remain in full force and effect in accordance with their terms.

The foregoing description of the material terms of the Termination Agreement is qualified in its entirety by reference to the full text of the Termination Agreement, a copy of which is filed as Exhibit 10.1 hereto 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.

The following exhibits are being filed herewith:

Exhibit No.		Description
10.1		Termination Agreement, dated August 19, 2026, by and among WF International Limited, The Benchmark Company, LLC and Axiom Capital Management, Inc.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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 19, 2026

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 16.7 KB