WTF 6-K
Waton Financial Ltd (WTF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2025
Commission File Number: 001-42573
Waton Financial Limited
Suites 3605-06, 36th Floor
Tower 6, The Gateway
Harbour City, Tsim Sha Tsui
Kowloon, Hong Kong
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Explanatory Note
Waton Financial Limited is conducting non-deal road show investor presentations. The presentations include a power point presentation substantially in the form attached hereto as Exhibit 99.1.
EXHIBIT INDEX
| Exhibit<br><br> <br>No. | Description |
|---|---|
| 99.1 | Company Roadshow Presentation |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Waton Financial Limited | ||
|---|---|---|
| Date: August 13, 2025 | By: | /s/ WEN Huaxin |
| Name: | WEN Huaxin | |
| Title: | Chief Financial Officer |
Exhibit 99.1
WATON FINANCIAL LIMITED Investor Presentation 8/12/2025
DISCLAIMER 2 This presentation contains forward-looking statements. Forward looking statements are predictions based on Waton Financial Limited (the "Company", "our" and "we") management’s beliefs and assumptions based on information available to management at the time the statements are made. Thus, you should not rely upon forward-looking statements as predictions of future events. All statements contained in this presentation other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. These forward-looking statements relate to events that involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from those expressed or implied by these statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward-looking statements. In addition, from time to time, we or our representatives may make forward-looking statements orally or in writing. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the “Risk Factors” section of the Company’s Form 20-F. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this presentation may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. In evaluating these forward-looking statements, you should consider various factors, including: our ability to change the direction of the Company; regulatory changes in the marketplace; our ability to keep pace with new technology and changing market needs; and the competitive environment of our business. These and other factors may cause our actual results to differ materially from any forward-looking statement. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, we undertake no duty to update any of these forward-looking statements after the date of the presentation or to conform these statements to actual results or revised expectations. This presentation does not constitute an offer to sell or issue or an invitation or recommendation to purchase or subscribe for any securities of the Company for sale in the United States or anywhere else. No part of this presentation shall form a basis or be relied upon in connection with any contract or investment decision in relation to any securities or otherwise. This presentation does not contain all relevant information relating to the Company or its securities, particularly with respect to the risks and special considerations involved with an investment tin the securities of the Company. This presentation contains certain data and information that we obtained from various government and private publications, including industry data and information from third parties. Statistical data in these publications also include projections based on a number of assumptions. The related markets and industries may not grow at the rate projected by market data, or at all. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward- looking statements or future projections. Please see offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Investments may be speculative and illiquid and there is a risk of loss.
ABOUT US Company vision and overview INVESMENT HIGHLIGHTS Our value proposition and growth opportunities 02 01 03 APPENDIX Supplementary data and supporting information TABLE OF CONTENTS Please see offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Investments may be speculative and illiquid and there is a risk of loss. 10
ABOUT US Please see offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Investments may be speculative and illiquid and there is a risk of loss. 10
COMPANY VISION Empower and redefine finance with AI technologies We believe that AI will surpass humans in investment capabilities Our goal is to be at the forefront of this trend and become the leading creator, trainer and employer of AI traders Please see offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Investments may be speculative and illiquid and there is a risk of loss. 10
OUR ROADMAP Acquisition of Waton Securities International Limited Please see offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Investments may be speculative and illiquid and there is a risk of loss. 10 2022 Successful IPO listing on NASDAQ Q4 2025 Plan to complete a strategic investment / acquisition and continue growing organically Q2 2025 Expected launch of our “TradingWTF” app, an AI-agent investment analytics app (see page 11 for details) > 2026
CURRENT COMPANY SNAPSHOT Waton Financial Limited is a HOLDING COMPANY We currently have 2 EXISTING BUSINESS SEGMENTS SECURITIES BROKERAGE Offers brokerage, margin financing and other ancillary services SOFTWARE LICENSING AND RELATED SERVICES Broker cloud solutions, trading platform APP development & other maintenance services Please see offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Investments may be speculative and illiquid and there is a risk of loss. 10
INVESTMENT HIGHLIGHTS Please see offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Investments may be speculative and illiquid and there is a risk of loss. 10
VALUE PROPOSITION Accelerated access to an INNOVATIVE AND SCALABLE AI TECHNOLOGY A COMPETITIVE POSITIONING to capitalize on a rapidly growing market FIRST MOVER ADVANTAGE to an anticipated first of its kind AI-powered investment analytics app > 35+ YEARS OF PROVEN EXPERTISE in the securities brokerage sector Please see offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Investments may be speculative and illiquid and there is a risk of loss. 10
A SEASONED SECURITIES FIRM INTEGRATED SECURITIES BROKER Drives business growth through both traditional brokerage services and its SaaS business EXTENSIVE EXPERIENCE Post the acquisition, we retained its key management to ensure business continuity > 35 YEARS OF OPERATION Founded in 1989, proven to be have a robust and stable business model 6,700+ SECURITIES BROKERAGE CUSTOMERS1 (16% GROWTH Y.O.Y) 69+ CORPORATE ACCOUNTS (17% GROWTH Y.O.Y) Please see offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Investments may be speculative and illiquid and there is a risk of loss. 10 A RECOGNIZED LEADER IN THE ASIA B2B FINTECH SPACE “A market pioneer in providing cloud-based brokerage solutions tailored for small to medium sized brokers in Asia” - Frost & Sullivan, 2023 Notes: 1) Figures as of 31 March 2025
DESCRIPTION A real-time investment analytics app that provides insights into the portfolio management strategies and trading performances of AI traders REVENUE MODEL Subscription fees and carry revenue Subscription includes: AI-based pre-investment research, access to the complete position holdings of all AI traders & AI-based post trade review analysis AVAILABILITY All countries except Russia, USA and sanctioned countries WHAT IS “TRADINGWTF” APP? Please see offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Investments may be speculative and illiquid and there is a risk of loss. 10
USER EXPERIENCE User login to CREATE AN ACCOUNT CERTAIN AI TRADERS’ POSITION holdings will be accessible to users for free Access to the COMPLETE POSITION HOLDINGS of all AI traders requires users to SUBSCRIBE AND PAY A MONTHLY FEE THE 'COPY TRADE' FEATURE enable users to designate a specific AI trader to MANAGE THEIR INVESTMENT ON THEIR BEHALF (both retail & institutional users) (carry fees apply) Please see offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Investments may be speculative and illiquid and there is a risk of loss. 10
INVESTOR CONFIDENCE IN AI TRADERS IS GROWING 58% 55% 54% 38% 35% 34% 28% 22% 20% 18% 18% 17% 14% India China United Arab South Africa Singapore Australia Ireland UK Germany Japan 41% 41% 29% 14% Millennials Gen Z Gen X Baby Boomers Brazil US France By population demographics SURVEY BY BCG – TOPIC: I WOULD ALLOW AN AI TRADER TO MANAGE MY INVESTMENTS By countries Emerging economies Developed countries Source: Boston Consulting Group Industry Report, 2025 Please see offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Investments may be speculative and illiquid and there is a risk of loss. 10
Source: Chinese Securities Depository Data, 2025 132 Million 3,447 319,000 TOTAL ADDRESSABLE MARKET SERVICEABLE ADDRESSABLE MARKET TARGET NO. OF SUBSCRIBERS IN 2030E TARGET NO. OF “COPY TRADE” CLIENTS IN 2030E RETAIL INSTITUTIONAL MARKET OPPORTUNITIES Represents an implied 0.003% market share of SAM Total institutional investors into China A-share market Represents an implied 0.16% market share of SAM 580,000 240 Million Total retail investors into China A-share market 55% of Chinese investors are willing to entrust AI traders to manage their investments 1,080,000 Represents an implied 0.82% market share of SAM Please see offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Investments may be speculative and illiquid and there is a risk of loss. 14 55% of Chinese investors are willing to entrust AI traders to manage their investments N/A We are not targeting institutions for subscription revenues 499
DEVELOPING AN APP that allows traders to train their respective AI trading agents PILOT COMPLETION OF AI STRATEGY ROADMAP AI traders are MARKETED VIA OUR PLATFORM and can be TRANSACTED THROUGH CRYPTO EXCHANGES (similar to NFTs) PIONEER ORGANIZATION that fosters the development of AI traders AI traders can be MONETIZED BY THE SUBSCRIBER and revenues earned will be remitted back to the “NFT” owner Aim to foster innovation within AI-trading community Initiating an AI agent trading competition Encourage collaboration and growth in the industry Please see offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Investments may be speculative and illiquid and there is a risk of loss. 14
14 16 20 23 28 34 40 49 58 70 0 10 20 30 40 50 60 70 80 2025 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E CAPITALIZE A GROWING MARKET 4 5 6 7 8 10 12 14 17 20 0 5 10 15 20 25 2025 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E ESTIMATED GLOBAL AI TRADING PLATFORM MARKET FORECAST (US$MM) ESTIMATED U.S. AI TRADING PLATFORM MARKET FORECAST (US$MM) Source: Precedence Research Please see offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Investments may be speculative and illiquid and there is a risk of loss. 16
GROWTH DRIVERS FOR THE INDUSTRY INCREASING DEMAND FOR AI TRADING CAPABILITIES Institutions are seeking solutions to enhance their trading strategies through AI CUSTOMIZATION AND ACCESSIBILITY AI traders can cater to diverse trading strategies and various market conditions RISING NEED FOR REAL- TIME DATA PROCESSING AI traders excels in processing real-time complex data leading to robust decision-making capabilities REGULATORY SUPPORT Regulators are showing support in the innovation and adoption of AI in financial services Source: Precedence Research Please see offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Investments may be speculative and illiquid and there is a risk of loss. 16
APPENDIX Please see offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Investments may be speculative and illiquid and there is a risk of loss. 19
Previous experiences: Executive Director and General Manager of Shenzhen Peach Education. CEO of Shenzhen Jinhui Technology. Former VP and CEO of Shenzhen Hurricane Asset Management Bachelor’s degree in Finance from the University of Toronto TONY ZHOU CHAIRMAN & CTO 7+ years of managerial and operational experience within the financial services and technology sector MEET THE TEAM WARREN WEN CFO 20+ years of managerial and leadership experience with prominent technology companies. Acted as lead for 3 distinct technology company IPOs on NASDAQ Previous experiences: CFO of Bitdeer Technologies (NASDAQ: BTDR). CFO of Fangdd Network (NASDAQ: DUO) Started his career with KPMG as a Senior Manager Bachelor of Arts in English from South China University of Technology RICHIE SOEBEKTI COO 13+ years of experience in the financial services industry Previously spent a decade with J.P. Morgan. Started out in its M&A Investment Banking division for 3 years before transitioning over to work in its Acquisition and Strategic Investments Group as an Investment Professional Bachelor of Commerce from University of Melbourne, Masters of International Business from Melbourne Business School Please see offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Investments may be speculative and illiquid and there is a risk of loss. 19
FINANCIAL SUMMARY 5.7 10.1 7.4 12 9 6 3 0 2023 2025 40% 60% Brokerage commission and interest income Software licensing FY 2023 FY 2024 86% 14% Brokerage commission and interest income Software licensing FY 2025 76% 24% Brokerage commission and interest income Software licensing Notes: These figures are derived from the latest Form 20-F annual report Please see offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Investments may be speculative and illiquid and there is a risk of loss. 20 REVENUE (US$MM) 2024 REVENUE BREAKDOWN
2023 2024 2025 FINANCIAL SUMMARY “Adjusted net profit removes non-recurring extraordinary expenses and show a true reflection of operating net profit. The primary reason for the decrease in net profit in 2025 is attributable to increases in compensation and R&D expenses (necessary for our app launch in Q4’25). Reported net loss is – US$12.0 ADJUSTED NET PROFIT (US$MM)1 3.4 2.5 -2.9 CASH BALANCE (US$MM) Notes: These figures are derived from the latest Form 20-F annual report Please see offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Investments may be speculative and illiquid and there is a risk of loss. 20 2023 2024 2025 28.9 10.7 13.9 Notes: 1) Chart is not drawn to scale
FINANCIAL SUMMARY US$MM YEAR ENDED MARCH 31 2023 2024 2025 REVENUES BROKERAGE AND COMMISSION INCOME 2.1 8.2 4.4 PRINCIPAL TRANSACTIONS AND PROPRIETARY TRADING 0.0 -0.7 0.1 INTEREST INCOME 0.2 1.2 1.2 SOFTWARE LICENSING AND RELATED SUPPORT SERVICES 3.5 1.4 1.8 TOTAL REVENUES 5.7 10.1 7.4 % GROWTH 75.2% -25.9% Notes: These figures are derived from the latest Form 20-F annual report Please see offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Investments may be speculative and illiquid and there is a risk of loss. 20
FINANCIAL SUMMARY US$MM YEAR ENDED MARCH 31 2023 2024 2025 OPERATING EXPENSES COMMISSIONS AND BROKERAGE FEES 0.1 0.4 0.2 SOFTWARE LICENSING AND RELATED SUPPORT 0.6 0.8 1.0 INTEREST EXPENSES 0.0 0.2 0.3 COMPENSATION AND BENEFITS 0.7 2.1 3.2 SHARE-BASED COMPENSATION EXPENSES 0.4 0.0 8.8 RESEARCH AND DEVELOPMENT EXPENSES 0.0 0.0 0.4 PROFESSIONAL SERVICE FEES 0.4 2.0 1.7 MARKET INFORMATION 0.3 0.6 0.9 LEASE COSTS 0.1 0.4 0.5 OTHER GENERAL AND ADMINISTRATIVE EXPENSES 0.2 0.7 1.0 TOTAL EXPENSES 2.7 7.1 18.1 % GROWTH 166.2% 154.5% Notes: These figures are derived from the latest Form 20-F annual report Please see offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Investments may be speculative and illiquid and there is a risk of loss. 20
FINANCIAL SUMMARY US$MM YEAR ENDED MARCH 31 2023 2024 2025 OPERATING PROFIT (LOSS) 3.1 2.9 -10.7 OTHER INCOME (LOSS) 0.7 0.0 -1.2 PROFIT (LOSS) BEFORE INCOME TAX 3.8 2.9 -11.8 INCOME TAX (EXPENSE) BENEFIT -0.7 -0.4 -0.2 NET PROFIT (LOSS) 3.1 2.5 -12.0 % MARGIN 24.8% -160.7% Notes: These figures are derived from the latest Form 20-F annual report Please see offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Investments may be speculative and illiquid and there is a risk of loss. 20
APP’S COMPLETED PILOT PROGRAM Please see offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Investments may be speculative and illiquid and there is a risk of loss. 25
APP’S COMPLETED PILOT PROGRAM Please see offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Investments may be speculative and illiquid and there is a risk of loss. 25
The belief that AI will surpass traditional human methods in investments and financial trading. Our goal is to establish a strong presence at the forefront of this trend OUR TEAM BRINGS DIVERSE BACKGROUNDS TOGETHER, UNITED BY ONE CORE BELIEF Contact us: [email protected] Please see offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Investments may be speculative and illiquid and there is a risk of loss. 25