F-1 1 ny20053887x2_f1.htm F-1

As filed with the U.S. Securities and Exchange Commission on November 14, 2025.

Registration No. 333-[•]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Waton Financial Limited

(Exact name of Registrant as specified in its charter)

Suites 3605-06, 36th Floor,

Tower 6, The Gateway,

Harbour City, Tsim Sha Tsui,

Kowloon, Hong Kong

Tel: +852 2853 1818

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive office)

Cogency Global Inc.

122 East 42^nd Street, 18^th Floor

New York, NY 10168

(800) 221-0102

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a Copy to:


Ying Li, Esq. Lisa Forcht, Esq. Hunter Taubman Fischer & Li LLC 950 Third Avenue, 19th Floor New York, NY 10022 212-530-2206			Cavas S. Pavri, Esq. ArentFox Schiff LLP 1717 K Street NW Washington, DC 20006 202-724-6847

Approximate date of commencement of proposed sale to the public: Promptly after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.


PRELIMINARY PROSPECTUS			SUBJECT TO COMPLETION DATED NOVEMBER 14, 2025


			Page
PROSPECTUS SUMMARY			1
THE OFFERING			9
RISK FACTORS			12
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			15
ENFORCEABILITY OF CIVIL LIABILITIES			16
USE OF PROCEEDS			17
DIVIDEND POLICY			18
CAPITALIZATION			19
DILUTION			20
CORPORATE HISTORY AND STRUCTURE			22
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			25
BUSINESS			25
REGULATIONS			26
MANAGEMENT			26
PRINCIPAL SHAREHOLDERS			27
RELATED PARTY TRANSACTIONS			29
DESCRIPTION OF SHARE CAPITAL			31
SHARES ELIGIBLE FOR FUTURE SALE			34
PLAN OF DISTRIBUTION			35
EXPENSES RELATING TO THIS OFFERING			37
LEGAL MATTERS			38
EXPERTS			38
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT			38
WHERE YOU CAN FIND MORE INFORMATION			38
MATERIAL CHANGES			39
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			40


	As of March 31,
	2025	2024	2023
Summary Consolidated Balance Sheets Data	US$	US$	US$
Total assets	30,723,975	32,684,427	40,771,313
Cash and cash equivalents	7,717,087	4,948,090	19,092,552
Cash segregated under regulatory requirements	6,183,232	5,704,096	9,766,690
Receivables and contract assets	10,095,071	14,612,023	10,775,442
Investment, cost	2,878,575	3,472,016	—
Total liabilities	17,956,232	21,942,374	26,611,364
Payables	14,915,859	17,603,315	20,159,101
Total shareholders’ equity	12,767,743	10,742,053	14,159,949


	For the fiscal years ended March 31,
Summary Consolidated Statement of Operations Data	2025	2024	2023
Summary Consolidated Statement of Operations Data	US$	US$	US$
Total revenues	7,447,944	10,055,809	5,738,774
Net (loss) / income	(11,967,505)	2,496,554	3,080,705
Net (loss) / income per ordinary share
Basic and diluted	$(0.29)	$0.04	$0.09
Weighted average ordinary shares outstanding
Basic and diluted	41,793,690	62,816,064	34,733,424


	Actual	Pro forma as adjusted after the initial public offering	Pro forma as adjusted after this offering
	US$	US$	US$
Shareholders’ equity
Ordinary shares (No par value per share as of March 31, 2025; unlimited shares authorized; 43,206,222 issued and outstanding as of March 31, 2025; 53,597,191 shares with no par value issued and outstanding, as adjusted)

Additional paid-in capital	$21,817,729	$38,797,426	$66,741,267⁽¹⁾
Retained earnings	$(9,107,145)	$(9,107,145)	$(9,107,145)
Accumulated other comprehensive loss	$57,159	$57,159	$57,159
Total shareholders’ equity	$12,767,743	$29,747,440	$57,691,281
Total capitalization	$12,767,743	$29,747,440	$57,691,281


			Per Share Post-Offering⁽¹⁾
Assumed public offering price per share			$5.68
Net tangible book value per share as of March 31, 2025			$0.30
Pro forma net tangible book value per share taking into account the initial public offering as of March 31, 2025			$0.62
Increase in pro forma net tangible book value per share attributable to this offering			$0.46
Pro forma as-adjusted net tangible book value per share immediately after this offering			$1.08
Dilution per share to new investors participating in this offering			$4.60


Name	Background	Ownership	Principal activities
Waton Financial Limited	• A BVI company • Incorporated on June 25, 2010	—	Investment holding
Waton Securities International Limited	• A Hong Kong company • Incorporated on April 28, 1989	100% owned by Waton Financial Limited	Provision for securities brokerage services and software licensing and related support services
Waton Technology International Limited	• A Hong Kong company • Incorporated on February 24, 2023	100% owned by Waton Financial Limited	Provision for software licensing and related support services
Waton Sponsor Limited	• A BVI company • Incorporated on September 7, 2023	100% owned by Waton Financial Limited	Sponsor of a special purpose acquisition company
Descart Limited	• A Delaware stock corporation • Incorporated on February 23, 2024	100% owned by Waton Financial Limited	General holding


Name of segregated portfolio:			Z Navigation Option Hedge Fund S.P.

Investment manager:			WSI. Viberation Asset Management Limited was appointed a co-investment manager of Z Navigation Option Hedge Fund S.P. in August 2025.

Investment objective and investment strategy:			To achieve moderate growth and to generate long term growth with relatively steady experience.

			Z Navigation Option Hedge Fund S.P. intends to invest most of the portfolio’s assets mainly in option arbitrage, option volatility trading, based upon OTC option market-marker. The main investment scope include the following: China A-share stocks, A-share OTC stocks options, Hong Kong stocks, Hong Kong OTC stock options, American stocks, American OTC stock options, Chinese domestic future market instruments, Chinese ETF, Chinese option market instruments; Hong Kong future market instruments, Hong Kong ETF, Hong Kong option market instruments, American future market instruments, American ETF, American option market instruments.

Target investors:			Investors who are professional investors (within the meaning of the HKSFO, including professional investors as defined by the Securities and Futures (Professional Investor) Rules)

Capital contributions:			As of the date of this prospectus, the total subscriptions received by Z Navigation Option Hedge Fund S.P. amounted to US$4 million.

Investors:			As of the date of this prospectus, Z Navigation Option Hedge Fund S.P. has 3 investors.

Fees payable to WSI as investment manager:			• Management fee: 1.5% per annum of the net asset value of Class V shares (common class) and Class VI shares (junior class) of Z Navigation Option Hedge Fund S.P. No management fee in respect of Class IV shares (senior class) will be charged;


			• Performance fee: equal to the relevant percentage of the realized and unrealized appreciation in the net asset value in respect of each series of Class V shares and Class VI shares during a calculation period above the current peak net asset value per the relevant series of the relevant class of shares. WSI is entitled to waive the performance fee at its discretion. No performance fee in respect of Class IV shares (senior class) will be charged; and • Subscription fee: 0.5% of the subscription amount of portfolio shares of Z Navigation Option Hedge Fund S.P. subscribed. The directors of WIG SPC may waive the subscription fee at their discretion.

Fees payable to WSI as custodian:			• Nil. Custodian fees will not exceed commercial rates.


	Ordinary Shares Beneficially Owned Prior to this Offering		Ordinary Shares Beneficially Owned After this Offering
	Number of Ordinary Shares	% of beneficial ownership and voting power	Number of Ordinary Shares	% of beneficial ownership and voting power
Directors, Director Appointees and Executive Officers⁽¹⁾:
ZHOU Kai⁽²⁾	40,980,000	84.95%	40,980,000	76.46%
CHU Chun On Franco⁽³⁾	—	—	—	—
James Beeland Rogers Jr.⁽⁴⁾	220,746⁽⁷⁾	0.46%	220,746⁽⁷⁾	0.41%
WEN Huaxin⁽⁵⁾	688,458⁽⁸⁾	1.45%	688,458⁽⁸⁾	1.28%
FUNG Chi Kin⁽⁶⁾	—	—	—	—
DU Haibo⁽⁶⁾	—	—	—	—
JIANG Wen⁽⁶⁾	—	—	—	—
All directors, director appointees and executive officers as a group (seven persons)	41,889,204	86.86%	41,889,204	78.16%
Principal Shareholders:
WATON CORPORATION LIMITED⁽²⁾	40,980,000	84.95%	40,980,000	76.46%
TRIUMPH TEAM ASSETS LIMITED⁽²⁾	40,980,000	84.95%	40,980,000	76.46%
WATON ESOP HOLDINGS LTD⁽²⁾	40,980,000	84.95%	40,980,000	76.46%
TZed Holding Group Ltd.⁽²⁾	40,980,000	84.95%	40,980,000	76.46%


Names of related parties			Relationship
Zhou Kai			Principal shareholder, chief technology officer, chairman of the board

Shenzhen Jinhui Technology Co., Ltd. (“Shenzhen Jinhui”)			A company controlled by Zhou Kai

Wealth Guardian Investment Limited (“WGI”)			The Company was able to exercise significant influence over WGI because two individuals, who are the senior management of WGI, are the shareholders of the Company holding more than or approximately 10% aggregate equity interests. WGI is no longer the Company’s customer, effective from October 2025.

Waton Trust Limited			An entity Zhou Kai acted as a director

ST MA Ltd			The Company’s shareholder, ST MA Ltd, ceased to be a shareholder in June 2023.

WIG SPC			A wholly-owned subsidiary of the Company incorporated in Cayman Islands, holding investment segregated portfolios (each of which is referred to as “SP”, collectively “SPs”). The SPs are each formed for the purpose of investing in securities and are owned by different investors. Effective December 2024, WSI serves as the investment manager of the WIG SPC series SPs. During the year ended March 31, 2025, there was no management income incurred.


	For the years ended
	2025	2024	2023
	US$	US$	US$
Revenues – brokerage commission and handling charge income	2,539,260	1,757,731	1,707,334
Revenues – interest income	1,040,634	1,016,179	181,550
Revenues – software licensing and related support services	1,200,000	1,197,551	2,786,105
Total	4,779,894	3,971,461	4,674,989


SEC Registration Fee			$4,204
FINRA Filing Fee			$2,000
Legal Fees and Expenses			$287,000
Accounting Fees and Expenses			$10,000
Printing and Engraving Expenses			$10,000
Miscellaneous Expenses			$54,796
Total Expenses			$368,000


			Description
1.1*			Form of Placement Agency Agreement
3.1			Third Amended and Restated Memorandum and Articles of Association of the Company, as currently in effect (incorporated herein by reference to Exhibit 3.2 to the registration statement on Form F-1 (File No. 333-283424), as amended, initially filed with the Securities and Exchange Commission on November 22, 2024)
4.1			Specimen Certificate for Ordinary Shares (incorporated herein by reference to Exhibit 4.1 to the registration statement on Form F-1 (File No. 333-283424), as amended, initially filed with the Securities and Exchange Commission on November 22, 2024)
4.2			Pre-IPO Shareholders Agreement between the Registrant and other parties thereto dated January 3, 2025 (incorporated herein by reference to Exhibit 4.2 to the Registration Statement on Form F-1 (File No. 333-283424), as amended, initially filed with the Securities and Exchange Commission on November 22, 2024)


			Description
5.1*			Opinion of Carey Olsen Singapore LLP regarding the validity of the Ordinary Shares
10.1			Form of Employment Agreement between the Company and each of its directors and executive officers (incorporated herein by reference to Exhibit 10.1 the Registration Statement on Form F-1 (File No. 333-283424), as amended, initially filed with the Securities and Exchange Commission on November 22, 2024)
10.2			Form of Indemnification Agreement between the Company and each of its directors and executive officers (incorporated herein by reference to Exhibit 10.2 to the Registration Statement on Form F-1 (File No. 333-283424), as amended, initially filed with the Securities and Exchange Commission on November 22, 2024)
10.3			2024 Global Equity Incentive Plan (incorporated herein by reference to Exhibit 10.6 to the Registration Statement on Form F-1 (File No. 333-283424), as amended, initially filed with the Securities and Exchange Commission on November 22, 2024)
10.4*			Form of Securities Purchase Agreement
16.1			Letter from MaloneBailey, LLP regarding change in registrant’s certifying accountant (incorporated herein by reference to Exhibit 16.1 to the Registration Statement on Form F-1 (File No. 333-283424), as amended, initially filed with the Securities and Exchange Commission on November 22, 2024)
21.1			List of subsidiaries of the Registrant (incorporated herein by reference to Exhibit 21.1 to the Registration Statement on Form F-1 (File No. 333-283424), as amended, initially filed with the Securities and Exchange Commission on November 22, 2024)
23.1*			Consent of UHY LLP
23.2*			Consent of Carey Olsen Singapore LLP (included in Exhibit 5.1)
23.3*			Consent of Global Law Office
23.4*			Consent of Han Kun Law Offices LLP
24.1			Powers of Attorney (included on signature page)
99.1			Code of Business Conduct and Ethics (incorporated herein by reference to Exhibit 14.1 to the Registration Statement on Form F-1 (File No. 333-283424), as amended, initially filed with the Securities and Exchange Commission on November 22, 2024)
107*			Filing Fee Table


			Waton Financial Limited

			By:			/s/ WEN Huaxin
						WEN Huaxin
						Chief Financial Officer
						(Principal Accounting and Financial Officer)


Signature	Title	Date
/s/ ZhOU Kai	Chief Technology Officer and Chairman of the Board of Directors (Principal Executive Officer)	November 14, 2025
Name: ZHOU Kai		November 14, 2025

/s/ WEN Huaxin	Chief Financial Officer (Principal Accounting and Financial Officer)	November 14, 2025
Name: WEN Huaxin		November 14, 2025

/s/ CHU Chun On Franco	Chief Executive Officer and Director	November 14, 2025
Name: CHU Chun On Franco	Chief Executive Officer and Director	November 14, 2025

/s/ FUNG Chi Kin	Independent Director	November 14, 2025
Name: FUNG Chi Kin	Independent Director	November 14, 2025

/s/ DU Haibo	Independent Director	November 14, 2025
Name: DU Haibo	Independent Director	November 14, 2025

/s/ JIANG Wen	Independent Director	November 14, 2025
Name: JIANG Wen	Independent Director	November 14, 2025


			Cogency Global Inc.
			Authorized U.S. Representative

			By:			/s/ Colleen A. De Vries
						Name: Colleen A. De Vries
						Title: Senior Vice President on behalf of Cogency Global Inc.

British Virgin Islands

Not Applicable

(State or other jurisdiction of
incorporation or organization)

(Primary Standard Industrial
Classification Code Number)

(I.R.S. Employer
Identification Number)

SEC Form F-1 filed by Waton Financial Limited