山友国际美股招股说明书(2025-11-12版)

PROSPECTUS SUPPLEMENT NO. 1(TO PROSPECTUS DATED NOVEMBER 4, 2025) 1,720,688 Units consisting of 1,720,688 Ordinary Shares and1,720,688 Warrants to purchase 1,720,688 Ordinary Sharesand1,720,688 Ordinary Shares issuable upon exercise of Warrants WF International Limited This is a supplement (“Prospectus Supplement”) to the prospectus, dated November 4, 2025 (“Prospectus”) of WF InternationalLimited (the “Company”), which forms a part of the Company’s Registration Statement on Form F-1 (Registration No. 333-290595). On November 6, 2025, the Company consummated a registered direct offering (the “Offering”) of 1,720,688 units (the “Units”), eachconsisting of (i) one ordinary share, par value $0.000001 per share, of the Company (such ordinary shares sold in the Offering, the“Shares”), and (ii) one accompanying warrant to purchase one ordinary share (the “Investor Warrants”, and the ordinary shares to beissued upon exercise of the Investor Warrants, the “Investors Warrant Shares”). Pursuant to Section 3(i) of the Investor Warrants, onNovember 7, 2025, the board of directors of the Company approved the adjustment of the exercise price of the Investor Warrants from$2.00 per share to $0.75 per share, which adjustment took effect on the same date. This Prospectus Supplement should be read in conjunction with, and delivered with, the Prospectus and is qualified by reference to theProspectus except to the extent that the information in this Prospectus Supplement supersedes the information contained in theProspectus. This Prospectus Supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus,including any amendments or supplements to it. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 19 of the Prospectus for adiscussion of information that should be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. This Prospectus Supplement is being filed to add “Description of Warrants” section after the “Principal Shareholders” section,beginning on page 30 of the Prospectus. DESCRIPTION OF WARRANTS Investor Warrants Form. The Investor Warrants will be issued as individual warrant agreements to the investors. You should review the form of InvestorWarrants, filed as an exhibit to the registration statement of which the Prospectus forms a part, for a complete description of the termsand conditions applicable to the Investor Warrants. Exercisability.The Investor Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a dulyexecuted exercise notice accompanied by payment in full in immediately available funds for the number of ordinary shares purchasedupon such exercise (except in the case of a cashless exercise as described below). A holder (together with its affiliates) may notexercise any portion of the Investor Warrants to the extent that the holder would own more than 4.99% (or, at the election of theholder, 9.99%) of the outstanding ordinary shares immediately after exercise, except that upon at least 61 days’ prior notice from theholder to us, the holder may increase the amount of ownership of outstanding stock after exercising the holder’s Investor Warrants upto 9.99% of the number of our ordinary shares outstanding immediately after giving effect to the exercise, as such percentageownership is determined in accordance with the terms of the Investor Warrants. No fractional ordinary shares will be issued inconnection with the exercise of an Investor Warrant. In lieu of fractional shares, we will, at our election, either pay a cash adjustmentin respect of such final fraction in an amount equal to such fraction multiplied by the exercise price or round up to the next wholeshare. Duration and Exercise Price.The initial exercise price per share for the Investor Warrants is $2.00 per share, which was subsequentlyadjusted by the Company to $0.75 per share, in accordance with Section 3(i) of the Investor Warrants on November 7, 2025. TheInvestor Warrants are exercisable upon issuance. The Investor Warrants will expire five years from the date of issuance. The exerciseprice of the Investor Warrants is subject to appropriate adjustment in the event of subsequent equity and/or rights offerings,Fundamental Transactions (as defined below), share splits, share combinations, reclassifications or similar events affecting ourordinary shares and also upon any distributions of assets, including cash, share or other property to our shareholders. In addition,subject to approval by the board of directors of the Company, the Company may lower the exercise price of the warrants at its owndiscretion. Cashless Exercise. If the holders of th