IPO - WF International Ltd.

Form Type: 424B4

Filing Date: 2025-04-01

Corporate Action: Ipo

Type: New

Accession Number: 000173112225000505

Filing Summary: WF International Limited is conducting its initial public offering (IPO) of 1,400,000 ordinary shares at an initial price of $4.00 per share. The shares are set to be listed on the Nasdaq Capital Market under the symbol 'WXM'. The company, incorporated in the Cayman Islands, primarily operates through subsidiaries in China, focusing on providing HVAC system services. The prospectus outlines that upon offering completion, Ms. Ke Chen will retain a significant control over the company, owning approximately 56% of outstanding shares post-offering. Risks highlighted include market volatility, significant regulatory scrutiny over Chinese companies, particularly concerning overseas listings, and the impact of U.S.-China relations on operations. The document also notes compliance with the newly introduced Trial Measures by the CSRC for overseas listings, with a filing completed for this offering. Should regulatory hurdles arise, this could adversely impact their ability to continue operations and share pricing.

Form Type: CORRESP

Filing Date: 2025-03-24

Corporate Action: Ipo

Type: New

Accession Number: 000173112225000434

Filing Summary: WF International Ltd. has filed a request for the effective date of the post-effective amendment to its Registration Statement on Form F-1 to be declared effective on March 26, 2025, at 4:15 p.m. This request, made by The Benchmark Company, LLC on behalf of the underwriters, is part of the company's efforts to proceed with its initial public offering. Additionally, the company is preparing to distribute preliminary prospectuses to underwriters and comply with relevant SEC rules regarding the offering process.

Form Type: POS AM

Filing Date: 2025-03-12

Corporate Action: Ipo

Type: New

Accession Number: 000173112225000370

Filing Summary: WF International Limited, a Cayman Islands holding company, filed a Post-Effective Amendment No. 2 to its Registration Statement on Form F-1 on March 11, 2025, to update details related to its upcoming initial public offering (IPO) of 1,400,000 ordinary shares at an offering price of $4.00 per share. The filing indicates that the company has not yet sold any securities under the initial Registration Statement, which was declared effective by the SEC on December 20, 2024. Key updates include the company's classification as an emerging growth company and a foreign private issuer, allowing it to comply with reduced public company reporting standards. Following the offering, Ms. Ke Chen will maintain significant influence over the company as she will own approximately 56% of the shares. The document also outlines potential risks associated with market operations in China, regulatory scrutiny from the PRC government, and the implications if the PCAOB cannot inspect their auditor. The prospectus emphasizes that investments in the company's shares carry significant risks and uncertainties.

Form Type: CORRESP

Filing Date: 2025-02-19

Corporate Action: Ipo

Type: Update

Accession Number: 000173112225000260

Filing Summary: WF International Ltd. submitted a letter to the U.S. Securities and Exchange Commission in connection with Post-Effective Amendment No. 1 to Registration Statement on Form F-1, which was filed on February 19, 2025. The company had previously filed a Registration Statement on Form F-1 on November 8, 2023, for an initial public offering (IPO) of its ordinary shares, which was declared effective on December 20, 2024. Although the Nasdaq Stock Market LLC approved the listing of the Company’s ordinary shares on January 16, 2025, no securities have yet been sold under this Registration Statement, and the Offering has not been consummated. The current filing is to include the most recent audited financial statements and update certain information; however, no additional securities are being registered, and the terms of the Offering remain unchanged. The company appreciates the SEC Staff's consideration of this amendment and is open to further inquiries regarding the Offering.

Form Type: POS AM

Filing Date: 2025-02-19

Corporate Action: Ipo

Type: New

Accession Number: 000173112225000262

Filing Summary: WF International Limited is conducting its initial public offering (IPO) of 1,400,000 ordinary shares at an initial price of $4.00 per share. No securities have been sold under the previously filed Registration Statement, which was declared effective on December 20, 2024. The Company is a Cayman Islands holding company with operations primarily in China and intends to list its shares on the Nasdaq Capital Market under the symbol "WXM". Ms. Ke Chen, the director and CEO, beneficially owns 70% of the shares and will control approximately 56% post-offering. The filing also addresses regulatory risks, challenges in foreign operations, and potential impacts from new PRC regulations affecting overseas listings. The proceeds from the offering are intended for corporate purposes, but risks associated with PRC government interventions and accounting inspections are noted. The Company is classified as an emerging growth company and foreign private issuer under U.S. federal securities laws, allowing it to comply with reduced reporting requirements.

Form Type: 424B4

Filing Date: 2025-01-15

Corporate Action: Ipo

Type: New

Accession Number: 000173112225000084

Filing Summary: WF International Ltd. is conducting an initial public offering (IPO) of 1,400,000 ordinary shares at an offering price of $4.00 per share, with total proceeds anticipated to be $5,600,000. The company is a Cayman Islands holding company, primarily operating through its subsidiaries in China, focusing on HVAC solutions. This offering has been structured in compliance with the 'Trial Administrative Measures of Overseas Securities Offering and Listing' enacted by the China Securities Regulatory Commission (CSRC), and the CSRC has completed its filing procedure for this offering. The CEO, Ms. Ke Chen, holds a significant influence over the company, currently owning 70% of the shares, set to own approximately 56% post-offering. The offering is subject to a controlled company status under Nasdaq regulations, which could exempt WF from specific corporate governance requirements. The company faces notable risks, including regulatory uncertainties in China affecting operations and share value, particularly linked to ongoing government interventions and new compliance standards. Additionally, recent inspections by the Public Company Accounting Oversight Board (PCAOB) may create future challenges about compliance and operational transparency in the U.S. market. The expected listing on Nasdaq is pending approval, and the underwriters will receive an underwriting fee of $392,000.

Form Type: CORRESP

Filing Date: 2024-12-20

Corporate Action: Ipo

Type: New

Accession Number: 000173112224002013

Filing Summary: WF International Limited has filed a request for acceleration of effectiveness of its Registration Statement on Form F-1, initially filed on November 8, 2023. The company seeks to have the registration become effective on December 20, 2024, at 4:00 p.m. Eastern Time. This filing indicates the company's intent to proceed with an initial public offering (IPO) as it prepares for the public market.

Form Type: CORRESP

Filing Date: 2024-12-20

Corporate Action: Ipo

Type: New

Accession Number: 000173112224002015

Filing Summary: WF International Limited has filed a request for the effective date of its Registration Statement on Form F-1 to be declared effective on December 20, 2024, at 4:00 p.m. (Washington, D.C. time). The request is supported by The Benchmark Company, LLC, which represents the underwriters of the offering. The filing indicates that the company is preparing for an initial public offering (IPO) and aims to ensure adequate distribution of the preliminary prospectus among potential underwriters and dealers. Additionally, compliance with pertinent rules under the Securities Act and the Securities Exchange Act is confirmed by the undersigned.

Form Type: CORRESP

Filing Date: 2023-11-07

Corporate Action: Ipo

Type: Update

Accession Number: 000173112223002048

Filing Summary: WF International Ltd. submitted its Amendment No. 1 to Draft Registration Statement on Form F-1 in response to the SEC comment letter dated September 21, 2023. The Company addressed a concern regarding the failure to register two lease agreements, which have now been registered as of September 27, 2023. This corrective action eliminates the associated risk previously noted in the 'Risk Factors' section of the Registration Statement. The Company’s legal counsel is available for further inquiries.