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 April 2025
Commission File Number: 001-42294
Wellchange
Holdings Company Limited
(Translation
of registrant’s name into English)
Unit E, 11/F, Billion Plaza II, 10 Cheung Yue
Street
Cheung Sha Wan, 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
On April 28, 2025, Wellchange Holdings Company
Limited (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.
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.
The notification does not immediately impact the
listing or trading of the Company’s ordinary shares on Nasdaq. Under Nasdaq rules, the Company has been granted a compliance period
of 180 calendar days, until October 27, 2025, to regain compliance. If, at any time during this period, the closing bid price of the Company’s
stock is at least $1.00 per share for a minimum of ten consecutive business days, Nasdaq will confirm compliance, and the matter will
be resolved.
If the Company is unable to regain compliance
by October 27, 2025, it may be eligible for additional time. To qualify, the Company will be required to meet continued listing requirement
for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of
the bid price requirement and will need to provide written notice of its intention to cure the deficiency during the second compliance
period, which may include implementing a reverse stock split if necessary.
The Company is actively monitoring the bid price
of its ordinary shares and is considering all available options to regain compliance with Nasdaq’s requirements. The Company remains
committed to delivering value to its shareholders and maintaining its listing on Nasdaq.
On April 30, 2025, the Company issued a press
release entitled “Wellchange Holdings Company Limited Announces Receipt of Nasdaq Notification Regarding Minimum Bid Price Deficiency”.
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.
EXHIBIT INDEX
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.
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Wellchange Holdings Company Limited |
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| Date: April 30, 2025 |
By: |
/s/ Shek Kin Pong |
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Name: |
Shek Kin Pong |
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Title: |
Chief Executive Officer |
3
Exhibit 99.1
Wellchange Holdings Company Limited Announces
Receipt of Nasdaq Notification Regarding Minimum Bid Price Deficiency
New York, April 30, 2025 (GLOBE NEWSWIRE) –
Wellchange Holdings Company Limited (NASDAQ: WCT) (“Wellchange Holdings Company” or the “Company”) is an enterprise
software solution services provider headquartered in Hong Kong with diversified expansion strategies, today announced that it has received
a notification letter from the Nasdaq Stock Market LLC (“Nasdaq”) on April 28, 2025, indicating that the Company is not in compliance
with Nasdaq’s minimum bid price requirement.
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.
The notification does not immediately impact the
listing or trading of the Company’s ordinary shares on Nasdaq. Under Nasdaq rules, the Company has been granted a compliance period
of 180 calendar days, until October 27, 2025, to regain compliance. If, at any time during this period, the closing bid price of the Company’s
stock is at least $1.00 per share for a minimum of ten consecutive business days, Nasdaq will confirm compliance, and the matter will
be resolved.
If the Company is unable to regain compliance
by October 27, 2025, it may be eligible for additional time. To qualify, the Company will be required to meet continued listing requirement
for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of
the bid price requirement and will need to provide written notice of its intention to cure the deficiency during the second compliance
period, which may include implementing a reverse stock split if necessary.
The Company is actively monitoring the bid price
of its ordinary shares and is considering all available options to regain compliance with Nasdaq’s requirements. The Company remains
committed to delivering value to its shareholders and maintaining its listing on Nasdaq.
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: contactus@wchingtech.com
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