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Waton Financial Limited filed a Form F-1 to conduct a best‑efforts primary offering of up to 5,359,719 Ordinary Shares. The assumed price is $5.68 per share, equal to the November 13, 2025 Nasdaq close for “WTF.” There is no minimum offering amount, so the company may close with fewer shares sold.
Assuming all shares are sold at the assumed price, net proceeds are estimated at $27.94 million after commissions and expenses. The company plans to allocate roughly 30% to research and development, 30% to expanding brokerage and asset management, 20% to sales and promotion, and 20% to working capital and general corporate purposes.
Ordinary shares outstanding would be 53,597,191 after the offering, versus 48,237,472 before, if fully sold. The filing highlights risks including the recent loss of a major related‑party customer (WGI), reliance on a related‑party technology supplier, volatility in the share price, and dilution; at the assumed price, immediate dilution to new investors is estimated at $4.60 per share.
Waton Financial Ltd Schedule 13G discloses that Mr. Kai Zhou and affiliated entities collectively beneficially own 40,980,000 ordinary shares, representing 85.0% of the class. The shares are held through Waton Corporation Limited, Triumph Team Assets Limited, Waton ESOP Holdings Ltd and WTF Holding Group Limited, with Mr. Zhou described as sole director of Waton Corporation and 100% owner of the intermediate entities. The filing reports no sole voting or dispositive power and 40,980,000 shares of shared voting and dispositive power. The percentage is calculated using 48,237,472 shares outstanding per the companys 2025 Form 20-F, as cited in the filing.
Waton Financial Limited filed a Form 6-K reporting that it is conducting non-deal roadshow investor presentations and that the presentation slides are furnished as Exhibit 99.1. The report indicates the company files annual reports on Form 20-F and identifies the attached exhibit as the substantive disclosure in this submission.
The filing does not include financial results, earnings data, major transactions, or other quantitative metrics; it conveys investor outreach material rather than operational or financial changes. The report is signed on the company’s behalf by Wen Huaxin, Chief Financial Officer.
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