WCT 6-K
Wellchange Holdings Co Ltd (WCT)
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 October 2025
Commission File Number: 001-42294
WellchangeHoldings Company Limited
(Translation of registrant’s name into English)
Unit 7 On 25th Floor Global Gateway Tower, No.63Wing Hong Street,
Kowloon, Hong Kong
(Address of principal executive office)
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 ☐
EXPLANATORY NOTE
As previously disclosed on a Form 6-K filed by Wellchange Holdings Company Limited (the “Company”) on April 30, 2025, the Company received a notification letter from the Nasdaq Stock Market LLC (“Nasdaq”), indicating that the Company is not in compliance with Nasdaq’s minimum bid price requirement with reference to the Company’s ordinary shares, which were subsequently redesignated as Class A ordinary shares on August 7, 2025. Nasdaq Listing Rule 5550(a)(2) requires that listed securities maintain a minimum bid price of $1.00 per share. The notification letter stated that the Company’s ordinary shares have failed to maintain this minimum bid price for the last 33 consecutive business days, from March 11, 2025, to April 25, 2025.
On October 28, 2025, the Company received a written notice from Nasdaq (the “October 2025 Notice”) stating that, although the Company had not regained compliance with the minimum bid price requirement by October 27, 2025, in accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company is eligible for an additional 180 calendar day period, or until April 27, 2026, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the closing bid price of the Company’s ordinary shares must meet or exceed $1.00 per share for a minimum of 10 consecutive business days during this 180-day period.
The October 2025 Notice has no immediate impact on the listing of the Company’s Class A ordinary shares, which will continue to be listed and traded on the Nasdaq Capital Market, subject to the Company’s compliance with the other listing requirements of the Nasdaq Capital Market. Although the Company will use all reasonable efforts to achieve compliance with Rule 5550(a)(2), there can be no assurance that the Company will be able to regain compliance with that rule or will otherwise be in compliance with other Nasdaq listing criteria.
On October 30, 2025, the Company issued a press release entitled “Wellchange Holdings Company Limited Receives 180-Day Extension from Nasdaq to Regain Compliance with Minimum Bid Price Requirement”. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 6-K and is incorporated herein by reference.
1
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release - Wellchange Holdings Company Limited Receives 180-Day Extension from Nasdaq to Regain Compliance with Minimum Bid Price Requirement |
2
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.
| Wellchange Holdings Company Limited | ||
|---|---|---|
| Date: October 30, 2025 | By: | /s/ Shek Kin Pong |
| Name: | Shek Kin Pong | |
| Title: | Chief Executive Officer |
3
Exhibit 99.1
Wellchange Holdings Company Receives 180-DayExtension from Nasdaq to Regain Compliance with Minimum Bid Price Requirement
Hong Kong, Oct. 30, 2025 (GLOBE NEWSWIRE) -- Wellchange Holdings Company (NASDAQ: WCT) (“Wellchange” or the “Company”), today announced that it has received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) granting the Company an additional 180-calendar-day compliance period, or until April 27, 2026, to regain compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2).
As previously disclosed, on April 30, 2025, Nasdaq notified the Company that its listed securities did not meet the minimum bid price requirement of $1.00 per share over the preceding 30 consecutive business days. The initial 180-day compliance period expired on October 27, 2025.
The additional compliance period is granted based on the Company’s compliance of all other continued listing requirements for the Nasdaq Capital Market, except for the bid price requirement, and providing written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary.
To regain compliance, the Company’s Class A ordinary shares (previously designated as ordinary shares prior to August 7, 2025) must maintain a closing bid price of at least $1.00 per share for a minimum of ten consecutive business days during the compliance period. If the Company does not regain compliance by April 30, 2026, Nasdaq will provide written notification that the Company’s securities are subject to delisting. At that time, the Company would have the right to appeal the determination to a Nasdaq Hearings Panel.
This notification from Nasdaq has no immediate effect on the listing or trading of the Company’s Class A ordinary shares, which will continue to trade on the Nasdaq Capital Market under the symbol “WCT.”
About Wellchange Holdings Company Limited
Wellchange Holdings Company Limited is an enterprise software solution services provider headquartered in Hong Kong. The Company conducts all operations in Hong Kong through its operating subsidiary, Wching Tech Ltd Co. The Company provides customized software solutions, cloud-based software-as-a-service (“SaaS”) platforms, and “white-label” software design and development services. The Company’s mission is to empower our customers and users, in particular, small and medium businesses, to accelerate their digital transformation, optimize productivity, improve customer experiences, and enable resource-efficient growth with our low-cost, user-friendly, reliable and integrated all-in-one Enterprise Resource Planning software solutions.
For more information, please visit the Company’s website: https://www.wchingtech.com/
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties, including the closing of the Offering, and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct. The Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to read the risk factors contained in the Company’s reports it files with the SEC before making any investment decisions regarding the Company’s securities. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law.
For investor and media inquiries, please contact:
Wellchange Holdings Company Limited
Shek Kin Pong, CEO
Email: [email protected]
Company Contact
Bit Origin Ltd
Mr. Jiang Jinghai, Chairman of the Board, CEO and COO
Email: [email protected]
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