Core Points - Wellchange Holdings Company has been granted an additional 180-calendar-day compliance period by Nasdaq to regain compliance with the minimum bid price requirement, extending the deadline to April 27, 2026 [1][3] - The company was previously notified on April 30, 2025, that it did not meet the minimum bid price requirement of $1.00 per share for 30 consecutive business days, with the initial compliance period ending on October 27, 2025 [2][4] - To regain compliance, Wellchange's Class A ordinary shares must maintain a closing bid price of at least $1.00 for a minimum of ten consecutive business days during the new compliance period [4] Company Overview - Wellchange Holdings Company Limited is an enterprise software solution services provider based in Hong Kong, operating through its subsidiary Wching Tech Ltd Co [5] - The company specializes in customized software solutions, cloud-based SaaS platforms, and white-label software design and development services [5] - Wellchange aims to empower small and medium businesses to accelerate digital transformation, optimize productivity, and improve customer experiences with its integrated ERP software solutions [5]

Group 1 - The top five gaining Chinese concept stocks at closing were: Mindong Hong up 43.85%, Skyline Construction Group up 40.76%, Yingxi Group up 30.51%, Huicheng Technology up 27.72%, and Junfu Financing up 25.73% [1] - Mindong Hong's latest price is 0.2280 with a gain of 43.85%, translating to an increase of 0.0695 and a trading volume of 63.41 million [1] - Skyline Construction Group's latest price is 3.350 with a gain of 40.76%, translating to an increase of 0.970 and a trading volume of 23.44 million [1] - Yingxi Group's latest price is 1.0800 with a gain of 30.51%, translating to an increase of 0.2525 and a trading volume of 9.59 million [1] - Huicheng Technology's latest price is 0.3700 with a gain of 27.72%, translating to an increase of 0.0803 and a trading volume of 14.59 million [1] - Junfu Financing's latest price is 4.300 with a gain of 25.73%, translating to an increase of 0.880 and a trading volume of 0.2392 million [1]

Core Viewpoint - Wellchange Holdings Company Limited has entered into a securities purchase agreement for the sale of up to 100 million Class A ordinary shares at approximately $0.04 per share, aiming to raise about $4 million in gross proceeds [1][2]. Group 1: Securities Offering - The private placement transaction was closed on September 15, 2025, with Chaince Securities, LLC acting as the sole placement agent [2]. - The shares will be offered under the exemption from registration requirements of the Securities Act of 1933, relying on Section 4(a)(2) and Rule 506(b) of Regulation D [3]. - The Company has committed to register the resale of the shares within 60 days from the date of the agreement [3]. Group 2: Company Overview - Wellchange Holdings Company Limited is an enterprise software solution provider based in Hong Kong, operating through its subsidiary Wching Tech Ltd Co [5]. - The Company specializes in customized software solutions, cloud-based SaaS platforms, and white-label software design and development services [5]. - The mission of the Company is to assist small and medium businesses in digital transformation, productivity optimization, customer experience improvement, and resource-efficient growth through integrated ERP software solutions [5].

Revenue Performance - Total revenues decreased by approximately US$180,776 or 7.3% to approximately US$2,309,219 for the year ended December 31, 2024, from approximately US$2,489,995 for the year ended December 31, 2023[61]. - Total revenues increased by approximately US$818,878 or 49.0% to approximately US$2,489,995 for the year ended December 31, 2023, from approximately US$1,671,117 for the year ended December 31, 2022[61]. - Net income for the years ended December 31, 2022, and 2023 was US$780,648 and US$937,609, respectively, while there was a net loss of US$431,544 for the year ended December 31, 2024[61]. Market and Competition - The ERP software market is highly competitive, with increasing competition from established players and new entrants, which may harm the company's ability to grow its customer base and maintain pricing[78]. - Competitors may offer lower-priced products, leading to potential reductions in margins and revenue, adversely affecting the company's financial condition[79]. - Larger competitors possess significant advantages, including greater financial resources and broader product lines, which could impact the company's market share and competitive position[80]. - The company must continuously innovate and enhance its platform to meet evolving customer needs, or risk losing market demand[81]. - The market for ERP SaaS solutions is not as mature as traditional enterprise software, and the company faces uncertainty regarding demand and market acceptance[77]. Customer Relationships and Marketing - The company’s revenue growth for ERP SaaS services depends on maintaining and growing relationships with existing customers, with subscription plans typically having 12-month terms[65]. - The company plans to expand its marketing and sales operations both domestically and internationally to increase its customer base[71]. - Maintaining and growing brand recognition is vital for attracting and retaining customers, especially as competition increases in the market[75]. - The effectiveness of online advertising may vary due to competition and changes in search engine algorithms, which could adversely affect marketing costs and traffic to the website[72]. - The company’s ability to attract new customers cost-effectively is crucial, as reliance on client referrals and various marketing channels is essential for growth[69]. Operational Risks - The company relies on third-party data hosting services, and any disruptions or increased costs from these providers could impair functionality and harm revenue[91][95]. - Insufficient computing resources and bandwidth could lead to service disruptions, negatively impacting customer retention and acquisition[96]. - High-quality customer support is critical for the renewal and expansion of agreements with existing customers, and any failure in this area could harm the company's reputation and customer retention[110]. - The operating subsidiary does not enter into long-term sales agreements, leading to fluctuating purchase orders based on customer demand[112]. Compliance and Regulatory Challenges - Compliance with data protection laws in Hong Kong is critical, and any failure to meet these regulations could harm the company's operations and financial condition[97]. - The company is focused on compliance with evolving privacy and data protection laws in Hong Kong and internationally, which may impose significant operational costs and risks[99]. - Future international expansion may expose the company to various compliance challenges and increased operational costs, potentially affecting its ability to offer services in certain jurisdictions[106]. - The company anticipates that evolving global data privacy regulations could limit the adoption of its services and expose it to liability, impacting its international growth strategy[105]. - The company may face difficulties in managing international operations, including compliance with differing technology standards and data privacy regulations, which could hinder its market expansion efforts[109]. Financial Condition and Capital Requirements - As of December 31, 2023, the company reported a working capital deficit of $268,232, raising substantial doubt about its ability to continue as a going concern[153]. - The working capital deficit was $875,448 as of December 31, 2022, indicating a worsening financial situation year-over-year[153]. - The company plans to meet cash requirements for the next 12 months through operations and financial support from its controlling shareholder and investors[154]. - The company has funded its operations primarily through equity and debt financings, and it may require additional financing to support future capital requirements[133]. Cybersecurity and Data Privacy - Cybersecurity threats and data breaches pose significant risks, potentially harming reputation and incurring liability[117]. - The company depends on third-party service providers for data security, which limits its ability to monitor and control security practices[119]. - Concerns regarding data privacy and security may adversely affect user trust and engagement, impacting the company's revenue growth[104]. - The company is subject to potential investigations and enforcement actions related to data privacy compliance, which could result in fines and damage its reputation[103]. Strategic Growth and Acquisitions - The company may pursue acquisitions and joint ventures as part of its growth strategy, but these could expose it to potential liabilities and significant transaction costs[132]. - The company may face challenges in executing its acquisition strategy, which could disrupt operations and affect financial performance[126]. - The company may incur substantial costs in maintaining and protecting its intellectual property, which is critical for its competitive position[136]. Economic and Geopolitical Factors - The company is highly susceptible to factors adversely affecting Hong Kong, which could materially disrupt its operations and financial condition[143]. - Inflation and increases in labor costs in Hong Kong may adversely affect the company's business and results of operations[144]. - The company's business performance is significantly influenced by the economic conditions in Hong Kong, which are sensitive to changes in Mainland China's political and economic environment[186]. - Heightened international tensions, particularly between the U.S. and China, may negatively impact the Hong Kong economy and, consequently, the company's business operations[190]. Stock Market and Regulatory Compliance - The company has received a notification from Nasdaq regarding its failure to maintain a minimum bid price of $1.00 per share for 33 consecutive business days, putting it at risk of delisting[210]. - The company has a compliance period of 180 days to regain compliance with Nasdaq's Minimum Bid Price Requirement, with no assurance of success[210]. - The company is subject to the Holding Foreign Companies Accountable Act, which may prohibit its shares from trading on U.S. exchanges if its auditor is not PCAOB inspected for two consecutive years[217]. - The PCAOB has determined it is unable to inspect registered public accounting firms in China and Hong Kong, which could affect the company's compliance and trading status[219]. Internal Controls and Governance - The company identified material weaknesses in its internal control over financial reporting, including insufficient accounting personnel and lack of internal audit functions[255]. - Plans are in place to improve internal controls, including hiring qualified staff and establishing a formal financial control framework[256]. - The company may incur significant legal, accounting, and other expenses as it transitions from an emerging growth company to a public company[248].

Core Viewpoint - Wellchange Holdings Company Limited has received a notification from Nasdaq regarding non-compliance with the minimum bid price requirement, having failed to maintain a bid price of $1.00 per share for 33 consecutive business days [1][2]. Compliance Status - Nasdaq Listing Rule 5550(a)(2) mandates that listed securities must maintain a minimum bid price of $1.00 per share [2]. - The company has been granted a compliance period of 180 calendar days, until October 27, 2025, to regain compliance [3]. - If the closing bid price reaches at least $1.00 per share for ten consecutive business days during this period, Nasdaq will confirm compliance [3]. Potential Actions - If compliance is not regained by the deadline, the company may be eligible for additional time, provided it meets other listing requirements and notifies Nasdaq of its intention to cure the deficiency [4]. - The company is considering options to regain compliance, which may include implementing a reverse stock split if necessary [4][5]. Company Overview - Wellchange Holdings Company Limited is an enterprise software solution provider based in Hong Kong, focusing on customized software solutions and cloud-based SaaS platforms [6]. - The company's mission is to assist small and medium businesses in digital transformation and resource-efficient growth through integrated ERP software solutions [6].

Public Offering Details - Wellchange Holding Company Limited closed its public offering of 25,000,000 ordinary shares at $0.40 per share, generating gross proceeds of approximately $10 million before fees and expenses [1] Key Advisors and Legal Counsel - Revere Securities LLC served as the exclusive placement agent for the offering [2] - Pacific Century Securities, LLC acted as the company's advisor for the offering [2] - Ortoli Rosenstadt LLP provided U.S. securities law counsel to the company [2] - Hunter Taubman Fischer & Li LLC served as U.S. securities counsel for the placement agent [2] Regulatory Compliance - The offering was made pursuant to a registration statement on Form F-1 (File No. 333-284034) declared effective by the SEC on January 14, 2025 [3] - The offering was conducted through a prospectus that is part of the registration statement [3] Company Overview - Wellchange Holdings Company Limited is a Hong Kong-based enterprise software solution provider [5] - The company operates through its subsidiary Wching Tech Ltd Co in Hong Kong [5] - Core offerings include customized software solutions, cloud-based SaaS platforms, and white-label software design and development services [5] - The company focuses on empowering small and medium businesses through digital transformation, productivity optimization, customer experience improvement, and resource-efficient growth [5] - The company provides low-cost, user-friendly, and reliable all-in-one Enterprise Resource Planning software solutions [5]

Core Viewpoint - Wellchange Holding Company Limited has announced a public offering of 25,000,000 ordinary shares at a price of $0.40 per share, aiming to raise approximately $10 million before expenses [1][2]. Group 1: Offering Details - The public offering is expected to close on January 17, 2025, subject to customary closing conditions [2]. - Revere Securities LLC is the exclusive placement agent for the offering, while Pacific Century Securities, LLC is advising the company [2]. - The offering is conducted under a registration statement declared effective by the SEC on January 14, 2025 [4]. Group 2: Company Overview - Wellchange Holdings Company Limited is an enterprise software solution provider based in Hong Kong, operating through its subsidiary Wching Tech Ltd Co [6]. - The company specializes in customized software solutions, cloud-based SaaS platforms, and white-label software design and development services [6]. - The mission of the company is to assist small and medium businesses in digital transformation, productivity optimization, and resource-efficient growth through its integrated ERP software solutions [6].

Financial Performance - Total revenues decreased from US$1,180,912 for the six months ended June 30, 2023 to US$1,061,080 for the same period in 2024, a decline of 10.1%[5] - Net income for the six months ended June 30, 2024 was US$450,159, down from US$464,580 in the same period of 2023, a decrease of 3.1%[5] - The company reported a gross profit of US$855,218 for the six months ended June 30, 2024, compared to US$913,485 for the same period in 2023, a decrease of 6.4%[5] - The company recorded total income tax expense of US$88,734 for the six months ended June 30, 2024, compared to US$82,254 in 2023[127] - Gross profit margin decreased to 68.1% in 2024 from 77.4% in 2023, with customized software solutions maintaining a high margin of 87.0%[122] Assets and Liabilities - Total assets increased from US$3,297,495 as of December 31, 2023 to US$4,129,528 as of June 30, 2024, representing a growth of 25.2%[3] - Total shareholders' equity increased from US$1,996,894 as of December 31, 2023 to US$2,449,366 as of June 30, 2024, reflecting a growth of 22.7%[3] - As of June 30, 2024, the Company had total assets of $662,975 and total liabilities of $796,421, resulting in a shareholders' deficit of $133,446[151] - The total non-current assets decreased from $680,091 as of December 31, 2023, to $662,975 as of June 30, 2024[151] Cash and Cash Equivalents - Cash and cash equivalents decreased from US$12,783 as of December 31, 2023 to US$8,199 as of June 30, 2024, a decline of 35.8%[3] - The company maintains no cash equivalents as of December 31, 2023, and June 30, 2024[28] - The company has sufficient cash on demand to meet operational expenses for twelve months, supported by financial backing from its Controlling Shareholder and financial institutions[140] Revenue Streams - The company’s subscription services revenue grew from US$123,373 in the first half of 2023 to US$247,990 in the first half of 2024, an increase of 100.5%[5] - Revenue from subscription services is recognized on a monthly basis as clients consume the benefits of the services[73] - Customized software solutions revenue increased slightly to US$803,830, representing 75.8% of total revenues in 2024, up from 68.0% in 2023[121] - Subscription services revenue grew significantly to US$247,990, accounting for 23.4% of total revenues in 2024, compared to 10.4% in 2023[121] Expenses and Costs - Operating expenses decreased from US$360,244 in the first half of 2023 to US$323,122 in the first half of 2024, a reduction of 10.3%[5] - The cost of revenues increased to US$338,122 in 2024, up from US$267,427 in 2023, with a notable rise in subscription services costs to US$225,188, which is 66.6% of total costs[121] - Total accrued staff costs surged from US$30,822 to US$81,331, marking a significant increase of 163%[108] Credit and Risk Management - As of June 30, 2024, the allowance for expected credit losses increased to $18,546 from $13,864 as of December 31, 2023[29] - The allowance for expected credit losses rose from US$13,864 to US$18,546, indicating a 34% increase[101] - Customer concentration risk increased, with five customers accounting for 20.2%, 18.9%, 16.2%, 14.5%, and 12.4% of total revenues in 2024[135] - The company has no significant credit risk associated with cash held in reputable financial institutions in Hong Kong, with a cash balance of US$8,199 as of June 30, 2024[133] Initial Public Offering (IPO) - The Initial Public Offering (IPO) was declared effective on September 30, 2024, with the Company offering 1,100,000 ordinary shares at $4.00 per share, generating gross proceeds of $4,400,000[17] - The Company raised net proceeds of $2,628,588 from the offering of 1,100,000 ordinary shares at $4.00 per share on October 3, 2024[145] - An additional gross proceeds of $660,000 were received from the exercise of the Over-allotment Option for 165,000 ordinary shares on October 15, 2024[146] Legal and Regulatory Matters - The Company is involved in ongoing legal proceedings but does not expect any material adverse effects on its financial position[143] - The Company completed a Group Reorganization on August 30, 2023, resulting in Power Smart holding 89% of equity interest, while other shareholders hold 4.5%, 3.5%, and 3.0% respectively[16] Future Outlook - The ERP software system is expected to generate positive future cash flows over an estimated useful life of ten years[36] - The Company intends to meet cash requirements for the next 12 months through operations and financial support from its controlling shareholder and financial institutions[98]