Waton Financial (WTF) Registration Filing summary

Company overview and business model

• Operates as a British Virgin Islands holding company with substantive operations in Hong Kong through wholly owned subsidiaries focused on securities brokerage and financial technology services.

• Main business lines include securities brokerage, margin financing, bond distribution, and software licensing (including subscription-based) and related support services for financial institutions and brokers.

• WSI, the primary subsidiary, is a licensed integrated securities broker in Hong Kong, offering trading on HKEX, NYSE, and Nasdaq, and has developed proprietary trading platform APPs and Broker Cloud solutions.

• The company has recently expanded into asset management and digital currency trading desk development through joint ventures and segregated portfolios.

Financial performance and metrics

• Total revenues decreased by 25.9% to $7.45 million for the fiscal year ended March 31, 2025, after a 75.2% increase to $10.1 million in 2024.

• Net loss for 2025 was $12.0 million, compared to net income of $2.5 million in 2024 and $3.1 million in 2023; adjusted net loss for 2025 was $3.2 million.

• Revenue concentration risk: 64.2%, 39.5%, and 81.5% of revenues in 2025, 2024, and 2023, respectively, were from a single related party customer, WGI, which ceased being a customer in October 2025.

• As of March 31, 2025, total assets were $30.7 million, with total shareholders' equity of $12.8 million.

Use of proceeds and capital allocation

• Net proceeds from the offering (estimated at $27.94 million if fully subscribed) will be allocated: 30% to R&D (including AI strategy), 30% to expansion of securities brokerage and asset management, 20% to sales and promotion, and 20% to working capital and general corporate purposes.

• Management has discretion over the use of proceeds, and actual allocation may differ based on business needs.