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WF International Ltd. director Zhang Xiaoyuan filed an initial statement of beneficial ownership on Form 3. The filing establishes Zhang’s status as a director of WF International Ltd. and does not report any buy, sell, or other share transactions.
WF International Ltd. director DAVIS TRENT D filed an initial Form 3 to report insider status at the company. The filing identifies him as a director of WF International Ltd. and does not report any insider share transactions or derivative positions in this submission.
WF International Limited, a Cayman Islands holding company, filed its annual report on Form 20-F for the fiscal year ended September 30, 2025. The company has 6,900,000 ordinary shares outstanding and conducts virtually all operations through PRC subsidiaries focused on HVAC engineering and related services.
The report highlights that WF is fully dependent on cash flows from its China subsidiaries, which are subject to PRC dividend rules, capital controls and potential government intervention that could restrict cross-border fund transfers and reduce returns to offshore shareholders. Management states they have identified a material weakness in internal control over financial reporting, creating risk around the accuracy and timeliness of financial information.
WF emphasizes extensive regulatory and political risks tied to operating and raising capital in China, including CSRC overseas listing filing rules, evolving cybersecurity and data laws, and the Holding Foreign Companies Accountable Act, which could ultimately threaten its Nasdaq listing. The company has never paid dividends and plans to retain earnings to support growth.
WF International Limited completed a registered direct offering of 1,720,688 Units, each with one ordinary share and one warrant, and registered 1,720,688 ordinary shares issuable upon warrant exercise. The company subsequently adjusted the Investor Warrant exercise price from $2.00 to $0.75 on November 7, 2025, pursuant to the warrant terms.
The Investor Warrants are exercisable upon issuance, expire five years from issuance, and include a beneficial ownership cap of 4.99% (or 9.99% at the holder’s election with advance notice). Cashless exercise is available if a registration statement for the underlying shares is not effective or a prospectus is not available. The warrants will not be listed. Placement Agent Warrants carry a three-year term, a $2.50 exercise price without subsequent equity sale adjustments, are cashless at any time, and are subject to a 180‑day lock‑up following November 6, 2025.
WF International Limited completed a registered direct offering of 1,720,688 Units, each consisting of one ordinary share and one warrant, at an offering price of $2.00 per Unit. The company entered a Placement Agency Agreement with The Benchmark Company and Axiom Capital Management on a reasonable best efforts basis and closed the offering on November 6, 2025.
The company received gross proceeds of approximately $3.4 million and net proceeds of approximately $2.9 million after fees and expenses. Proceeds are intended for talent acquisition, working capital, and general corporate purposes. Investor Warrants are exercisable immediately and were adjusted from an initial exercise price of $2.00 per share to $0.75 per share on November 7, 2025, and include ownership caps at 4.99% or 9.99%. Placement Agent Warrants equal to 5% of the Shares sold have a $2.50 exercise price. The company agreed to a six‑month issuance restriction and officers, directors, and ≥10% holders entered six‑month lock‑ups.
WF International (WXM) is offering 1,720,688 Units at $2.00 per Unit on a reasonable best‑efforts basis, with each Unit including one ordinary share and a five‑year Warrant to buy one share at the Unit price.
The offering also covers the ordinary shares issuable upon exercise of these Warrants and the Placement Agent Warrants. Gross proceeds are shown as $3,441,376, with Placement Agent commissions of $240,896 and proceeds before expenses of $3,200,480. The company estimates net proceeds of approximately $2.9 million, to be used ~20% for talent acquisition and ~80% for general corporate and working capital.
Ordinary shares outstanding were 6,900,000 before the offering and are expected to be 8,620,688 after closing. The Units will be issued in a single closing, there is no minimum, and no escrow arrangement. The Warrants will not be listed and may be illiquid. WXM last traded at $2.57 on November 4, 2025. As a China‑based operation, the company plans to file with the CSRC within three business days after closing, and notes PRC and HFCAA‑related regulatory risks. Lock‑ups of six months apply to the company and certain holders.
WF International Limited filed Amendment No. 2 to its F‑1 to register a primary offering of up to 1,310,044 Units (each Unit = one ordinary share + one warrant) on a reasonable best-efforts basis, with a stated maximum aggregate offering of $4,500,000.
The prospectus also covers up to 1,310,044 ordinary shares issuable upon exercise of those Warrants and ordinary shares issuable upon exercise of Placement Agent Warrants. The assumed Unit price is $3.435, Warrants have a five-year term and an exercise price equal to 125% of the offering price. There is no minimum offering amount and a single closing is expected.
Based on the assumed price, net proceeds are estimated at about $3.9 million, to be used ~20% for talent acquisition and ~80% for general corporate and working capital. Ordinary shares trade on Nasdaq as WXM. Shares outstanding were 6,900,000 as of the date of the prospectus; the company shows 8,210,044 ordinary shares outstanding immediately after completion of this offering. As a China-based operator, the filing highlights PRC regulatory and cash transfer risks and states the company plans to submit the required CSRC filing within three business days after closing.
WF International Limited filed a report explaining that, as a Cayman Islands company listed on Nasdaq, it will use a home country exemption from certain U.S. corporate governance rules. Relying on Nasdaq Listing Rule 5615(a)(3)(A), the company has elected not to follow Nasdaq Listing Rule 5635(d), which normally requires shareholder approval before issuing securities in some transactions other than public offerings. Cayman Islands counsel Maples and Calder (Hong Kong) LLP provided a letter to Nasdaq confirming that Cayman law does not require these shareholder-approval provisions. The company states that, apart from this exemption, its corporate governance practices do not significantly differ from what Nasdaq expects of domestic U.S. companies.
WF International Limited filed a Form 6-K as a foreign private issuer to furnish investors with its latest financial information. The company released its unaudited financial results for the six months ended March 31, 2025, and included comparative information for the same period in 2024. The filing provides unaudited condensed consolidated financial statements as well as management’s discussion and analysis covering financial condition and operating results for these periods. Supporting Inline XBRL data files and an interactive cover page data file are also included as exhibits.