WF Holding Limited Private Placement Offering

WF Holding Limited has entered into a Securities Purchase Agreement to issue and sell 4,032,258 units at $1.24 per unit, for an aggregate gross proceeds of $5,000,000. Each unit consists of one ordinary share and one warrant to purchase ten ordinary shares. The offering closed on June 11, 2026, with the issuance of 4,032,258 ordinary shares and warrants for the purchase of 40,322,580 ordinary shares. This issuance was made under an exemption from registration requirements. The company intends to use the net proceeds for working capital and general corporate purposes. The warrants are exercisable for five years at an initial exercise price of $0.248, with provisions for cashless exercise and adjustments for corporate actions. The agreement includes customary representations, warranties, and covenants, with the company agreeing to indemnify the purchasers. Additionally, the company has agreed to restrictions on issuing further securities or filing registration statements for a period of twenty-four months without the consent of the Requisite Purchasers. Purchasers have also entered into lock-up agreements, restricting the sale of securities for twelve months post-closing.