Welcome to our dedicated page for Waton Financial SEC filings (Ticker: WTF), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Waton Financial Limited, a British Virgin Islands holding company listed on Nasdaq, operates mainly through Hong Kong subsidiaries providing securities brokerage, margin financing, bond distribution and software licensing services. An aggregate of 48,237,472 ordinary shares were outstanding as of March 31, 2026.
Total revenues were approximately US$11.1 million for the year ended March 31, 2026, up 48.8% from US$7.4 million in 2025, but the company recorded a net loss of about US$15.2 million, following a US$12.0 million loss in 2025 and net income of US$2.5 million in 2024.
Key risks include extensive PRC and Hong Kong regulatory uncertainties over data security, cybersecurity reviews and overseas listings, possible impacts of the Hong Kong National Security Law, heavy customer concentration and the loss of major related-party customer WGI, credit losses on software-licensing receivables, reliance on a single technology supplier, inquiries and potential disciplinary actions by the Hong Kong securities regulator, margin financing and counterparty default exposure, and emerging legal, operational and cybersecurity risks from planned AI and NFT/RWA initiatives.
Waton Financial Limited files a Post-Effective Amendment No. 2 to its Form F-1 updating its prospectus and adding unaudited condensed consolidated financial statements for the six months ended September 30, 2025. The amendment maintains the previously declared effective registration (File No. 333-291557) and does not register additional securities.
The company is offering up to 5,359,719 ordinary shares in a best-efforts placement with Cathay Securities, Inc. as exclusive placement agent and uses an assumed offering price of $2.94 per share for illustrative purposes. The prospectus states no minimum offering amount is required; proceeds estimates assume full subscription and the filing discloses net proceeds estimate of $14.25 million at the assumed price. The company reiterates key risks including concentration of revenue from a formerly related customer, PRC/Hong Kong regulatory and data-security exposure, potential HFCAA delisting risk, and reliance on subsidiaries for cash flows.
Waton Financial Limited reports two key agreements. Its subsidiary Waton AI Genius Holding Limited purchased a US$2,822,626 convertible promissory note from PandaAI Quantum Holdings, then converted it into 7,500,000 founding partner preferred shares at US$0.376350156 per share on April 16, 2026, creating an equity stake in an AI-powered quantitative trading venture.
The company also entered a Finder’s Services Agreement for its SPAC, Love & Health Limited. Waton will pay OCASIA Group Holdings an upfront US$1,200,000, creditable against a success fee generally equal to 1% of a target’s pre-money valuation above US$400 million, with fees potentially payable in cash or restricted stock units.
Waton Financial Ltd filed an initial insider ownership report for director JIANG Wen on Form 3. This filing identifies Jiang Wen as a director and confirms that, at this time, there are no reported purchases, sales, gifts, or other transactions in the company’s securities.
Waton Financial Ltd director FUNG Chi Kin has filed an initial Form 3, which is a statement of beneficial ownership for insiders. The filing lists FUNG Chi Kin as a director and shows no reported common stock or derivative transactions at this time.
Waton Financial Ltd Chief Financial Officer Wen Huaxin reported his initial beneficial ownership of 688,458 Ordinary Shares on a Form 3. These shares were issued upon vesting and exercise of restricted share units under the company’s 2024 Global Equity Incentive Plan and then transferred to WATON ESOP PLAN LTD.
The shares are held under the 2024 Global Equity Incentive Plan Trust during a mandatory two-year lock-up period. During this period, Wen Huaxin retains rights to vote, receive meeting notices, and receive dividends or other distributions on these shares, and is treated as their beneficial owner.
Waton Financial Ltd director and Chief Executive Officer CHU Chun On Franco filed an initial ownership report on Form 3. This filing establishes his status as an insider of the company but does not report any share purchases, sales, or other insider transactions.
Waton Financial Ltd director and senior advisor Rogers James Beeland Jr. filed an initial ownership report showing his stake in the company. The Form 3 lists direct ownership of 220,746 Ordinary Shares, establishing his starting position as an insider rather than recording a new purchase or sale.
Waton Financial Ltd director DU Haibo has filed a report as a reporting person for the company. The filing lists no share purchases, sales, or other transactions, and transaction metrics such as buyCount, sellCount, and exerciseCount are all shown as zero.
Waton Financial Ltd director and Chief Technology Officer Zhou Kai has reported indirect beneficial ownership of 40,980,000 Ordinary Shares. These shares are held by WATON CORPORATION LIMITED, an exempted Cayman Islands company. Approximately 47.70% of Waton Corporation is held by Triumph Team Assets and 9.40% by Waton ESOP Holdings, with both entities, along with TZed Holding, ultimately 100% owned by Zhou Kai. As sole director of Waton Corporation, he holds the voting and dispositive power over the Ordinary Shares held by that entity.