WF International (Nasdaq: WXM) sets 10-for-1 share consolidation

Rhea-AI Filing Summary

WF International Limited reported two capital actions: an unregistered share issuance for consulting services and a 10‑for‑1 share consolidation. The company issued 1,020,408 ordinary shares to Ironnexus Limited, valued at US$500,000 based on the 20‑day average price, in exchange for compliance, advisory, and M&A targeting services. These shares are subject to an 18‑month lock‑up and were issued under the Section 4(a)(2) exemption. Immediately after the issuance, 11,268,745 ordinary shares were outstanding. The board and shareholders approved a 10‑to‑1 share consolidation, effective for Nasdaq trading from June 4, 2026, reducing issued and outstanding shares to approximately 1,126,875 and increasing par value per share from $0.000001 to $0.00001. The consolidation is intended to increase the market price per share to help maintain the company’s Nasdaq listing.

Insights

Equity structure and listings analyst

WF International restructures equity via reverse split and stock-for-services deal.

WF International is using equity strategically: it paid Ironnexus Limited US$500,000 in 1,020,408 shares for compliance, advisory, and acquisition-targeting work. This is non-cash compensation that modestly dilutes existing holders, with an 18‑month lock-up limiting immediate secondary selling pressure.

The approved 10‑for‑1 share consolidation shrinks outstanding shares from 11,268,745 to about 1,126,875 and raises par value to $0.00001. Such consolidations typically raise the per‑share trading price without changing overall market value, aligning with the stated intent to help maintain the Nasdaq listing.

The filing notes there can be no assurance the company will regain or maintain Nasdaq compliance, so any benefit from the higher per‑share price depends on future trading and operational performance. Subsequent SEC reports and Nasdaq notices will clarify whether the consolidation achieves the listing objective.

Key Figures

Consulting consideration: US$500,000 in shares Shares issued to Ironnexus: 1,020,408 ordinary shares Lock-up period: 18 months +5 more

8 metrics

Consulting consideration US$500,000 in shares Issued to Ironnexus under consulting agreement

Shares issued to Ironnexus 1,020,408 ordinary shares Non-cash consideration for consulting services

Lock-up period 18 months Restriction on Ironnexus shares

Shares outstanding pre-consolidation 11,268,745 shares Immediately after issuance to Ironnexus

Shares outstanding post-consolidation Approximately 1,126,875 shares After 10-for-1 share consolidation

Share consolidation ratio 10-to-1 Every ten ordinary shares consolidated into one

Par value change $0.000001 to $0.00001 per share Effective with share consolidation

Nasdaq post-consolidation trading date June 4, 2026 Start of trading on a post-consolidation basis

Key Terms

share consolidation, Section 4(a)(2) of the Securities Act, lock-up, Nasdaq Capital Market, +2 more

6 terms

share consolidation financial

"approved a consolidation of its ordinary shares on a ten-to-one basis (the “Share Consolidation”)."

Share consolidation is a process where a company reduces the total number of its shares by combining multiple existing shares into a smaller number of higher-value shares. This can make each share more expensive and potentially improve the company’s image. For investors, it often means their ownership remains the same, but the value of each share increases, which can influence how the stock is perceived and traded.

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.

lock-up financial

"The shares issued to Ironnexus are subject to an 18-month lock-up."

A lock-up is an agreement that prevents company insiders, early investors or employees from selling their shares for a set period after a public share offering. It matters to investors because it temporarily limits the number of shares available to trade—like a scheduled hold on extra inventory—and when that hold ends a large number of shares can enter the market, potentially putting downward pressure on the stock price and revealing insiders’ confidence in the company.

Nasdaq Capital Market financial

"The Company’s ordinary shares will continue to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbol “WXM”."

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

forward-looking statements regulatory

"This press release contains forward-looking statements."

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

transfer agent financial

"The Company’s transfer agent, VStock Transfer, LLC, will act as the exchange agent."

A transfer agent is a financial service that keeps the official record of who owns a company's shares, handles the buying and selling of those shares on paper or electronically, and issues or cancels stock certificates. Think of it as the company’s records keeper and mailroom combined—investors rely on it to make sure dividends, shareholder mailings, ownership changes, and proxy voting are processed accurately and securely, which protects ownership rights and helps prevent errors or fraud.

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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 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 Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Unregistered Sales of Equity Securities

On May 29, 2026, WF International Limited., a Cayman Islands exempt company (the “Company”) entered into a consulting service agreement (the “Consulting Agreement”) with Ironnexus Limited (“Ironnexus”), an unaffiliated third party, pursuant to which the Company engaged Ironnexus to, among others, deliver a written compliance and market report on the cross-border supply chain solutions industry, provide ongoing advisory services covering business opportunities, risk assessment, internal controls, restructuring, and strategy, and identify at least two potential acquisition targets, in consideration for which the Company issued 1,020,408 ordinary shares equivalent to US$500,000 at the average closing price of the Company’s ordinary shares over the 20 trading days prior to the date of the Consulting Agreement. The shares issued to Ironnexus are subject to an 18-month lock-up.

Immediately following the foregoing issuances, the Company had 11,268,745 issued and outstanding ordinary shares. The ordinary shares issued to Ironnexus have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction. The ordinary shares issued to Ironnexus have not been  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.

Share Consolidation

On May 14, 2026, the board of directors of the Company approved to effect a share consolidation (the “Share Consolidation”) at a ratio of 10-to-1 so that every ten ordinary shares are consolidated into one ordinary share (with the fractional shares rounding up to the next whole share). The Company’s ordinary shares are expected to commence trading on the Nasdaq Stock Market on a post Share Consolidation basis on June 4, 2026. As a result of the Share Consolidation, the par value of the ordinary shares of the Company will be changed from $0.000001 per share to $0.00001 per share, and the Company’s issued and outstanding ordinary shares will be reduced from 11,268,745 to approximately 1,126,875.

The Share Consolidation was approved by the shareholders of the Company at the annual general shareholder meeting on April 30, 2026.

On June 1, 2026, the Company issued a press release announcing the Share Consolidation. A copy of the press release is attached hereto as Exhibit 99.1.

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.

 EXHIBIT INDEX

Number		Description of Exhibit
99.1		Press Release dated June 1, 2026

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: June 1, 2026

EXHIBIT 99.1

WF International Limited Announces Share Consolidation

Chengdu, CHINA – June 1, 2026 – WF International Limited (Nasdaq: WXM) (“WF” or the “Company”), an integrated electromechanical solutions company specializing in the supply, installation, fitting-out, and maintenance of HVAC systems, floor heating systems, and water purification systems, today announced that its board of directors and shareholders approved a consolidation of its ordinary shares on a ten-to-one basis (the “Share Consolidation”). The Company’s ordinary shares will begin trading on a post consolidation basis on June 4, 2026.

As a result of the Share Consolidation, each ten (10) pre-consolidation ordinary shares of the Company will be automatically consolidated into one (1) ordinary share without any action on the part of the holders, with par value of the ordinary shares being changed from $0.000001 per share to $0.00001 per share, and the Company’s issued and outstanding ordinary shares will be reduced from 11,268,745 to approximately 1,126,875. The Company’s ordinary shares will continue to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbol “WXM” under a new CUSIP number – G9627S113. The Share Consolidation is intended to increase the market price per share of the Company’s ordinary shares to allow the Company to maintain its Nasdaq listing.

No fractional shares will be issued as a result of the Share Consolidation. Shareholders who otherwise would be entitled to a fractional share because they hold a number of ordinary shares not evenly divisible by ten will automatically be entitled to receive an additional ordinary share.

The Company’s transfer agent, VStock Transfer, LLC, will act as the exchange agent. Adjustments made to ordinary shares represented by physical stock certificates can be made upon surrender of the certificate to the transfer agent. Please contact VStock Transfer, LLC for further information at (212) 828-8436.

About WF International Limited

WF International Limited specializes in the supply, installation, fitting-out, and maintenance services for HVAC systems, floor heating systems, and water purification systems. With extensive experience serving commercial projects and high-end residential projects throughout Sichuan, China, the Company has established itself as a trusted provider of premium electromechanical solutions.

The Company’s portfolio includes installations for HVAC projects such as the International Finance Squares across China, Chengdu Vanke Charm City, Chengdu Raffles Plaza, Chengdu Yinshi Plaza, Chengdu Metro No. Ten Line, and Panzhihua Jinhai Hotel.

Since 2017, WF International has expanded its service offerings to include comprehensive heating and water purification solutions, positioning itself as an integrated supplier of both electromechanical products and installation services for large-scaled commercial projects and real estate developer clients that offer high-end fully furnished homes. For more information, please visit the Company’s website at www.wf.international.

Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. The Company’s actual results may differ materially and adversely from those expressed in any forward-looking statements as a result of various factors and uncertainties. For example, there can be no assurance that the Company will be able to regain compliance and maintain its listing on Nasdaq. The reports filed by the Company with the Securities and Exchange Commission discuss these and other import factors and risks that may affect the Company’s business, results of operations and financial conditions. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

For more information, please contact:

Matthew Abenante, IRC

President

Strategic Investor Relations, LLC

Tel: 347-947-2093

Email: matthew@strategic-ir.com

FAQ

What consulting agreement did WF International (WXM) enter into with Ironnexus?

WF International entered a consulting agreement with Ironnexus Limited for compliance, market research, advisory services, and identifying at least two acquisition targets. As consideration, the company issued 1,020,408 ordinary shares valued at US$500,000 based on its 20‑day average closing price.

How many shares did WF International (WXM) issue to Ironnexus and on what terms?

WF International issued 1,020,408 ordinary shares to Ironnexus, equivalent to US$500,000 based on the 20‑day average closing price. These shares are subject to an 18‑month lock-up and were issued under the Section 4(a)(2) exemption from Securities Act registration.

What is WF International’s (WXM) 10-for-1 share consolidation and when is it effective?

WF International approved a 10‑for‑1 share consolidation, where every ten ordinary shares become one. Trading on a post-consolidation basis on Nasdaq will begin on June 4, 2026, with outstanding shares reduced from 11,268,745 to about 1,126,875.

Why is WF International (WXM) implementing a share consolidation?

The company states the share consolidation is intended to increase the market price per share of its ordinary shares. This higher price is aimed at helping WF International maintain its Nasdaq Capital Market listing, although there is no assurance it will regain or keep full compliance.

How does the share consolidation affect WF International’s (WXM) par value and share count?

Following the 10‑for‑1 consolidation, WF International’s par value per ordinary share will change from $0.000001 to $0.00001. Issued and outstanding ordinary shares will decrease from 11,268,745 to approximately 1,126,875, without issuing fractional shares.

Under what exemption were WF International’s (WXM) new shares to Ironnexus issued?

The ordinary shares issued to Ironnexus were not registered under the Securities Act or state laws. They were offered pursuant to the exemption afforded by Section 4(a)(2) of the Securities Act of 1933, which covers certain private offerings to sophisticated investors.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 8.1 KB