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Wellchange Holdings Company Limited (WCT) is conducting a primary offering of up to 50,000,000 Class A Ordinary Shares at $0.15 per share on a best-efforts basis, for a maximum gross raise of $7,500,000. After placement fees and expenses, expected net proceeds are about $5.69 million, with no minimum offering amount or escrow, so any funds raised are immediately available to the company even if only a small portion of the maximum is sold.
Wellchange is a Cayman Islands holding company whose operations are conducted in Hong Kong through Wching HK, providing ERP and SaaS solutions mainly to SMBs. Revenue fell from $2.31 million in 2024 to $1.35 million in 2025, a 41.6% decline, and net loss widened to $7.32 million. Proceeds are earmarked 20% for sales and marketing, 10% for R&D, 30% for business expansion, 20% for strategic investments/treasury management, and 20% for working capital.
The structure involves investors holding shares in the Cayman holding company, not directly in the Hong Kong operating subsidiary, and the company highlights potential PRC long-arm and data/capital-control risks that could affect operations, cash transfers and listing status. WCT is an emerging growth company, a foreign private issuer, and a controlled company; following a full offering, the controlling shareholder is expected to hold about 75.58% of combined voting power.
Wellchange Holdings Co Ltd (WCT) is calling a meeting of Class B shareholders and an extraordinary general meeting to approve a 1‑for‑5 consolidation of Class A ordinary shares, leaving Class B shares unconsolidated while adjusting their conversion rate under the company’s governing documents.
Shareholders are also asked to adopt the Sixth Amended and Restated Memorandum and Articles of Association, which hard-codes the post‑consolidation share capital structure, revises written‑resolution mechanics, and adds exclusive Cayman Islands jurisdiction for most internal corporate disputes. Additional proposals authorize related administrative filings and potential adjournments.
As of the August 17, 2026 record date, there were 2,905,328 Class A and 1,625,043 Class B shares outstanding, with Class B carrying 100 votes per share. The controlling shareholder holds over 90% of total voting power and intends to vote in favor, effectively assuring approval.
Wellchange Holdings Company Limited, a Cayman Islands holding company for a Hong Kong enterprise software business, is conducting a primary offering of up to 50,000,000 Class A Ordinary Shares on a best-efforts basis at an assumed price of $0.16 per share. The Class A Ordinary Shares trade on the Nasdaq Capital Market under the symbol WCT. There is no minimum offering amount, no escrow and a single closing, so funds will be available to the company immediately even if only a small portion of the shares are sold. The company estimates net proceeds of about $7,041,798, to be allocated 20% to sales and marketing, 10% to research and development, 30% to business expansion, 20% to strategic investments and treasury management, and 20% to working capital. Revenue declined from $2,309,218 in 2024 to $1,348,084 in 2025, while net loss widened to $7,322,805. The structure involves a Cayman holding company with operations in Hong Kong, exposure to evolving PRC regulatory and HFCAA risks, and a dual-class share system under which the controlling shareholder will hold about 75.58% of combined voting power after a full offering.
Wellchange Holdings Company Limited reported the resignation of independent director Mr. Shi Zhu, effective July 27, 2026. Mr. Shi had served as an independent director since September 4, 2025, and his resignation is stated to be not due to any disagreement regarding operations, policies or practices.
Following this change, the Board now consists of five directors: Chairman and Chief Executive Officer Shek Kin Pong, Executive Director Tang Chi Hin, and independent directors Chung Hiu Tung, Lau Yun Chau and Lau Chun, so the Board continues to have a majority of independent directors. The Audit, Compensation, and Nominating and Corporate Governance Committees are each composed entirely of independent directors, with different independent directors serving as chair, and each committee member qualifying as independent under Rule 5605(a)(2) of the Nasdaq Listing Rules.
Wellchange Holdings Company Limited is registering up to 33,613,445 Class A Ordinary Shares for a best-efforts offering at an assumed price of $0.238 per share. The prospectus states estimated net proceeds of approximately $6,493,725.
Prior to the offering the company had 2,905,328 Class A Ordinary Shares outstanding; the prospectus shows an expected post-offering total of 36,518,773 Class A Ordinary Shares assuming the full offering. The filing discloses that the company operates through a Hong Kong operating subsidiary, faces regulatory uncertainty tied to PRC/Hong Kong cross-border rules and PCAOB inspection developments, and that a single controlling shareholder will retain majority voting power after the offering.
Wellchange Holdings Company Limited reported that its Chairman and CEO, Mr. Shek Kin Pong, entered into a private subscription agreement to buy newly issued Class B ordinary shares from the company. He purchased 1,465,043 Class B shares at US$0.9363 per share, for total proceeds of US$1,371,720 to the company. The price was set with reference to the closing price of the Class A shares on Nasdaq on June 30, 2026, and the transaction closed on July 2, 2026.
After the subscription, Mr. Shek beneficially owns 296,000 Class A shares and 1,625,043 Class B shares, representing about 98.42% of the company’s total voting power. The Class B shares rank pari passu with existing Class B shares and were issued in an offshore transaction relying on Regulation S under the Securities Act. The shares are “restricted securities” under Rule 144 and Mr. Shek does not have registration rights for them.
Wellchange Holdings Company Limited reported shareholder approval of several major capital and governance changes at meetings held on July 6, 2026. Holders of Class A and Class B ordinary shares each approved increasing the voting rights of every Class B share from 35 votes to 100 votes and adopting a fifth amended and restated memorandum and articles of association.
At the annual general meeting, shareholders approved a par value reduction of both Class A and Class B shares, subject to a Cayman Islands solvency statement and related filings. They also approved, conditional on that reduction, increasing authorized capital to 9,900,000,000 Class A shares and 100,000,000 Class B shares, each with a par value of US$0.000005.
Shareholders further approved a Class A share consolidation at a one-for-400 ratio, which the board may implement in one or more tranches within 12 months of the meeting, as well as an adjournment authority. Certain items become effective upon shareholder approval, while the par value reduction and capital increase will take effect after required Cayman Islands filings.