6-K
WF International Ltd. (WXM)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATEISSUERPURSUANT TO RULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September2025
Commission File Number: 001-42452
WFInternational Limited
(Exact name of registrantas specified in its charter)
No. 1110, 11th Floor, Unit1, Building 7, No. 477, Wanxing Road
Chengdu, Sichuan, China, 610041
(Address of principal executiveoffices)
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 ☐
INFORMATION CONTAINED INTHIS FORM 6-K REPORT
This report of foreign private issuer on Form 6-K is being filed to disclose the home country rule exemption of WF International Limited, a Cayman Islands exempted company (the “Company”), that it intends to disclose in its annual report on Form 20-F for the fiscal year ending September 30, 2025.
As a company incorporated in the Cayman Islands that is listed on The Nasdaq Stock Market LLC (“Nasdaq”), the Company is subject to Nasdaq corporate governance requirements. Under Nasdaq rules, a foreign private issuer may, in general, follow its home country corporate governance practices in lieu of some of the Nasdaq corporate governance requirements. Pursuant to the home country rule exemption set forth under Nasdaq Listing Rule 5615(a)(3)(A), which provides (with certain exceptions not relevant to the conclusions expressed herein) that a foreign private issuer may follow its home country practice in lieu of the requirements of the Nasdaq Listing Rules 5600 Series, 5250(b)(3) and 5250(d), the Company has elected to be exempt from the Nasdaq Listing Rule 5635(d), which sets forth the circumstances under which shareholder approval is required prior to an issuance of securities in connection with transactions other than public offerings.
Maples and Calder (Hong Kong) LLP, the Company’s Cayman Islands counsel, has provided a letter to Nasdaq certifying that under Cayman Islands law, the Company is not required to comply with above-mentioned requirements.
Except for the foregoing, there is no significant difference between the Company’s corporate governance practices and what Nasdaq requires of domestic U.S. companies.
Exhibit Index.
The following exhibits are being filed herewith:
| Exhibit No. | Description |
|---|---|
| 99.1 | Home Country Exemption Letter |
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<br><br> <br><br><br> <br>Chief Executive Officer |
Dated: September 30, 2025
EXHIBIT99.1
| Our ref | YCU/821544-000001/32259457v1 |
|---|---|
| charmaine.chow@maples.com |
Listing Qualifications
The NASDAQ Stock Market LLC
805 King Farm Blvd.
Rockville, Maryland 20850
United States of America
September 30 2025
Dear Sir or Madam
WF International Limited
We act as Cayman Islands counsel to WF International Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Company”).
We understand that Rule 5635(d) of the NASDAQ Stock Market Marketplace Rules provides that shareholder approval is required prior to a 20% Issuance at a price that is less than the Minimum Price, and that for the purposes of this rule:
| (A) | “Minimum Price” means a price that is the lower of: (i) the Nasdaq Official Closing Price<br>(as reflected on Nasdaq.com) immediately preceding the signing of the binding agreement; or (ii) the average Nasdaq Official Closing Price<br>of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the binding agreement;<br>and |
|---|---|
| (B) | “20% Issuance” means a transaction, other than a public offering as defined in IM-5635-3,<br>involving the sale, issuance or potential issuance by the Company of common stock (or securities convertible into or exercisable for common<br>stock), which alone or together with sales by officers, directors or Substantial Shareholders of the Company, equals 20% or more of the<br>common stock or 20% or more of the voting power outstanding before the issuance. |
| --- | --- |
We are instructed that the Company would like to follow its home country practice in lieu of the provisions of Rule 5635(d).
The Companies Act (As Revised) of the Cayman Islands does not require the Company to follow or comply with the requirements of Rule 5635(d), and the Company’s non-compliance with Rule 5635(d) will not breach any law, public rule or regulation applicable to the Company currently in force in the Cayman Islands.
Based upon our review of the amended and restated memorandum and articles of association of the Company as adopted by a special resolution passed on 3 November 2023 and effective on 2 April 2025 (the “Memorandum and Articles”), the Memorandum and Articles do not prohibit the Company from following its home country practice in lieu of the requirements of Rule 5635(d).
We have made no investigation of and express no opinion in relation to the laws, rules or regulations of any jurisdiction other than those of the Cayman Islands. Specifically, we have made no independent investigation of the laws of the State of New York or the NASDAQ Stock Market Marketplace Rules, and we express no opinion as to the meaning, validity or effect of the NASDAQ Stock Market Marketplace Rules. This advice is to be governed by and construed in accordance with the laws of the Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands. This advice is issued solely for your benefit and is not to be relied upon by any other person, firm or entity or in respect of any other matter.
The Company has advised us that, as required by Rule 5615(a)(3), the Company intends to disclose in its annual report on Form 20-F each requirement of the Rule 5600 Series that it does not follow and describe the home country practice followed in lieu of such requirements.
Yours faithfully
/s/ Maples and Calder (Hong Kong) LLP
Maples and Calder (Hong Kong) LLP