[SCHEDULE 13G] Waton Financial Limited SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Clear, specific disclosure of beneficial ownership amounting to 40,980,000 shares (85.0%), identifying reporting persons and ownership chain
• Identifies control structure by stating Mr. Zhou is sole director/owner of the intermediary entities holding the shares

Negative

• High ownership concentration: 85.0% held by a single individual and affiliated entities, which may limit minority shareholder influence
• No information in the filing about intentions, related-party transactions or plans for the shares, leaving uncertainty about future actions

Insights

Corporate Governance Expert

TL;DR: Single individual effectively controls 85% of outstanding shares, concentrating governance power.

The Schedule 13G shows an 85% aggregate beneficial ownership held via a chain of Cayman and BVI entities where Mr. Zhou is sole director and owner. From a governance perspective, such concentration gives the reporting person effective control over company decisions and board outcomes. The filing indicates shared voting/dispositive power (40,980,000 shares) and no sole power, consistent with ownership through controlled entities. This is material for minority shareholders because it reduces independent voting influence and increases reliance on the controlling shareholders stewardship.

Securities/Investor Relations Analyst

TL;DR: Material ownership disclosure; market implications hinge on controllers intentions and any related-party arrangements.

The disclosure is a clear, timely statement of beneficial ownership: 40,980,000 shares (85.0%). It identifies the legal vehicles and confirms Mr. Zhou's ownership/control of those vehicles. For investors and regulators, this is a substantive ownership disclosure that signals a controlling shareholder structure. The filing does not present transaction details, agreements, or intentions to buy/sell, so immediate market impact depends on additional context not included here.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Waton Financial Ltd

(Name of Issuer)

Ordinary shares, no par value per share

(Title of Class of Securities)

G9548D104

(CUSIP Number)

03/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G9548D104

1

Names of Reporting Persons

ZHOU KAI

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 40,980,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 40,980,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

40,980,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

85 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: (1) These ordinary shares are held by WATON CORPORATION LIMITED ("Waton Corporation"), of which approximately 47.70% are held by TRIUMPH TEAM ASSETS LIMITED ("Triumph Team Assets") and approximately 9.40% are held by WATON ESOP HOLDINGS LTD ("Waton ESOP Holdings"). Each of Triumph Team Assets and Waton ESOP Holdings is 100% owned by WTF Holding Group Limited ("WTF Holding", previously named "TZed Holding Group Limted"). The Company's Chairman of the Board of Directors, and Chief Technology Officer, Mr. Zhou Kai, is the sole director of Waton Corporation and 100% owner of each of Triumph Team Assets, Waton ESOP Holdings and WTF Holding. Mr. Zhou Kai holds the voting powers (and dispositive powers) over the ordinary shares held by Waton Corporation. (2) Percentage of class is calculated based on 48,237,472 shares of ordinary shares outstanding as of July 24, 2025, according to the Company's annual report on Form 20-F for the 2025 fiscal year filed with the U.S. Securities and Exchange Commission on July 24, 2025.

SCHEDULE 13G

CUSIP No. G9548D104

1

Names of Reporting Persons

WATON CORPORATION LIMITED

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 40,980,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 40,980,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

40,980,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

85 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. G9548D104

1

Names of Reporting Persons

TRIUMPH TEAM ASSETS LIMITED

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 40,980,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 40,980,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

40,980,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

85 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. G9548D104

1

Names of Reporting Persons

WATON ESOP HOLDINGS LTD

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 40,980,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 40,980,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

40,980,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

85 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. G9548D104

1

Names of Reporting Persons

WTF Holding Group Limited

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 40,980,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 40,980,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

40,980,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

85 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Waton Financial Ltd
(b)	Address of issuer's principal executive offices: Suites 3605-06, 36th Floor, Tower 6, The Gateway, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong, 00000
Item 2.
(a)	Name of person filing: Kai ZHOU WATON CORPORATION LIMITED TRIUMPH TEAM ASSETS LIMITED WATON ESOP HOLDINGS LTD WTF Holding Group Limited
(b)	Address or principal business office or, if none, residence: Kai ZHOU's address or principal business office: Suites 3605-06, 36th Floor, Tower 6, The Gateway, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong WATON CORPORATION LIMITED's address or principal business office: Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands TRIUMPH TEAM ASSETS LIMITED's address or principal business office: Harneys Corporate Services Limited, Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands WATON ESOP HOLDINGS LTD's address or principal business office: Harneys Corporate Services Limited, Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands WTF Holding Group Limited's address or principal business office: Start Chambers, Wickhams Cayt II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands
(c)	Citizenship: Kai ZHOU's citizenship: China WATON CORPORATION LIMITED's place of organization: Cayman Islands TRIUMPH TEAM ASSETS LIMITED's place of organization: British Virgin Islands WATON ESOP HOLDINGS LTD's place of organization: British Virgin Islands WTF Holding Group Limited's place of organization: British Virgin Islands
(d)	Title of class of securities: Ordinary shares, no par value per share
(e)	CUSIP No.: G9548D104
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 40,980,000
(b)	Percent of class: 85.0 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 40,980,000
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 40,980,000
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

ZHOU KAI

Signature:	/s/ Kai ZHOU
Name/Title:	Kai ZHOU
Date:	09/02/2025

WATON CORPORATION LIMITED

Signature:	/s/ Kai ZHOU
Name/Title:	Kai ZHOU, director
Date:	09/02/2025

TRIUMPH TEAM ASSETS LIMITED

Signature:	/s/ Kai ZHOU
Name/Title:	Kai ZHOU, director
Date:	09/02/2025

WATON ESOP HOLDINGS LTD

Signature:	/s/ Kai ZHOU
Name/Title:	Kai ZHOU, director
Date:	09/02/2025

WTF Holding Group Limited

Signature:	/s/ Kai ZHOU
Name/Title:	Kai ZHOU, director
Date:	09/02/2025

FAQ

Who filed the Schedule 13G for Waton Financial Limited (WTF)?

The filing lists Kai Zhou, Waton Corporation Limited, Triumph Team Assets Limited, Waton ESOP Holdings Ltd and WTF Holding Group Limited as reporting persons.

How many Waton Financial shares are reported as beneficially owned?

The filing reports beneficial ownership of 40,980,000 ordinary shares.

What percentage of Waton Financials class do those shares represent?

The reported shares represent 85.0% of the ordinary shares, calculated using 48,237,472 shares outstanding per the companys 2025 Form 20-F.

Does any reporting person have sole voting or dispositive power over the shares?

No. The filing reports 0 shares with sole voting or dispositive power and 40,980,000 shares with shared voting and dispositive power.

Where are the reporting entities organized?

Waton Corporation Limited is organized in the Cayman Islands; Triumph Team Assets Limited, Waton ESOP Holdings Ltd and WTF Holding Group Limited are organized in the British Virgin Islands; Kai Zhou is a citizen of China.