WF International Ltd 6-K, filed Jun 1, 2026
WF International Ltd. (WXM)
About this 6-K
WF International Ltd filed this 6-K on June 1, 2026.
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