Waton Financial Ltd 6-K, filed Apr 2, 2025
Waton Financial Ltd (WTF)
6-K
2025-04-02
For: 2025-04-02
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Added on
April 07, 2026
About this 6-K
Waton Financial Ltd filed this 6-K on April 2, 2025.
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 April 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 ☐
Pricing and Closing of Initial Public Offering
On April 2, 2025 (the “Closing Date”), Waton Financial Limited (the “Company”) closed its initial public offering (“IPO”) of 4,375,000 ordinary shares, no
par value per share (the “Ordinary Shares”). The Company completed the IPO pursuant to its registration statement on Form F-1 (File No. 333-283424), which was initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 22,
2024, as amended, and declared effective by the SEC on March 31, 2025. The Ordinary Shares were priced at $4.00 per share, and the offering was conducted on a firm
commitment basis. The gross proceeds of the IPO were $17,500,000, before deducting underwriting discounts and commissions and offering expenses. The Ordinary Shares were previously approved for listing on The Nasdaq Capital Market and commenced trading
under the ticker symbol “WTF” on April 1, 2025.
On the Closing Date, the Company also closed the sale of an additional 656,250 Ordinary Shares, pursuant to the full exercise of the over-allotment option
granted to the underwriters in connection with the IPO, at the public offering price of $4.00 per share. As a result, the Company raised additional gross proceeds of $2,625,000, before deducting underwriting discounts and offering expenses.
In connection with the IPO, the Company entered into an underwriting agreement, dated March 31, 2025, with CATHAY SECURITIES, INC., as the representative of
the underwriters, with Dominari Securities LLC acting as co-underwriter with respect to the IPO. The Company issued a press release on March 31, 2025, announcing the pricing of the IPO, and a press release on April 2, 2025, announcing the closing of
the IPO, respectively. Copies of these press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated by reference herein.
This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
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.
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Waton Financial Limited
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Date: April 2, 2025
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By:
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/s/ CHU Chun On Franco
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Name:
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CHU Chun On Franco
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Title:
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Chief Executive Officer and
Chairman of the Board of Directors
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EXHIBIT INDEX
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Exhibit No.
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Description
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Press Release on Pricing of the Company’s Initial Public Offering
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Press Release on Closing of the Company’s Initial Public Offering
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Exhibit 99.1
Waton Financial Limited Announces Pricing of Initial Public Offering
Harbour City, Hong Kong – March 31, 2025 --Waton Financial Limited (“WTF” or the “Company”),
a British Virgin Islands-incorporated holding company that provides of securities brokerage and financial technology services primarily through its Hong Kong subsidiaries, Waton
Securities International Limited and Waton Technology International Limited, today announced the pricing of its initial public offering of an aggregate of
4,375,000 ordinary shares, no par value per share (the “Ordinary Shares”), at a public offering price of $4.00 per share (the “Offering”).
In addition, the Company has granted the underwriters of the Offering a 45-day option to purchase up to an additional 656,250 Ordinary Shares at the
initial public offering price (the “Over-allotment”), less underwriting discounts and commissions. The gross proceeds to WTF from the Offering (assuming
that the Over-allotment is not exercised), before deducting underwriting discounts and commissions and estimated offering expenses payable by WTF, is expected to be approximately $17,500,000.
The Ordinary Shares are expected to begin trading on the Nasdaq Capital Market under the ticker symbol “WTF” on April 1, 2025. The Offering is expected
to close on April 2, 2025, subject to customary closing conditions.
The Offering is conducted on a firm commitment basis. CATHAY SECURITIES, INC. is acting as representative of the underwriters for the offering, with
Dominari Securities LLC acting as co-underwriter (collectively, the “Underwriters”). Carey Olsen Singapore LLP, Han Kun Law Offices LLP and Hunter Taubman Fischer & Li LLC are acting as British Virgin Islands legal counsel, Hong Kong legal
advisers and U.S. securities counsel, respectively, to the Company. Kaufman & Canoles, P.C. is acting as U.S. securities counsel to the Underwriters for the Offering.
The Offering is being conducted pursuant to the
Company’s Registration Statement on Form F-1 (File No. 333-283424) previously filed with and subsequently declared effective by the U.S. Securities and Exchange Commission (“SEC”) on March 31, 2025. The Offering is being made only by means of a prospectus. Before you invest, you should read the
prospectus and other documents the Company has filed or will file with the SEC for more information about the Company and the Offering. You may get these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, electronic copies of the prospectus relating to the Offering may be obtained from
CATHAY SECURITIES, INC. at 40 Wall Street, Suite 3600, New York, NY 10005, or by telephone at +1 (855) 939-3888.
This press release has been prepared for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any
securities, and no sale of these securities may be made in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other
jurisdiction.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this press release are “forward-looking statements” as defined under the federal securities laws, including, but not limited to,
statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. These forward-looking statements involve known and unknown
risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs, including
the expectation that the Offering will be successfully completed. Investors can find many (but not all) of these statements by the use of words such as “believe”, “plan”, “expect”, “intend”, “should”, “seek”, “estimate”, “will”, “aim” and
“anticipate”, or other similar expressions in this press release. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its
expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the
Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the
SEC.
About Waton Financial Limited (“Waton”)
Waton Financial Limited is a British Virgin Islands-incorporated holding company with operations primarily conducted through its wholly-owned
subsidiaries in Hong Kong, Waton Securities International Limited and Waton Technology International Limited. Waton provides a suite of financial services, including
securities brokerage, asset management, and software licensing and other support services, catering to a diverse clientele of retail and institutional investors. Waton leverages technology and a client-centric approach with the aim to deliver
innovative and reliable financial solutions.
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For further information, please contact:
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Waton Financial Limited
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Investor Relations Department
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Email: ir@waton.com
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Exhibit 99.2
Harbour City, Hong Kong – April 2, 2025 - Waton Financial Limited (“WTF” or the “Company”),
a British Virgin Islands-incorporated holding company that provides securities brokerage and financial technology services primarily through its Hong Kong subsidiaries, Waton Securities International Limited and Waton Technology International
Limited, today announced the closing of its initial public offering of 4,375,000 ordinary shares, no par value per share (the “Ordinary Shares”), at a
public offering price of $4.00 per share (the “Offering”) on April 2, 2025 (the “Closing Date”). The gross proceeds of the Offering were $17,500,000, before deducting underwriting discounts and commissions and offering expenses. The Ordinary Shares
began trading on the Nasdaq Capital Market under the ticker symbol “WTF” on April 1, 2025.
On the Closing Date, the Company also closed the sale of an additional 656,250 Ordinary Shares, pursuant to the full exercise of the over-allotment
option granted to the underwriters in connection with the Offering, at the public offering price of $4.00 per share. As a result, the Company has raised additional gross proceeds of $2,625,000, before deducting underwriting discounts and offering
expenses.
The Offering was conducted on a firm commitment basis. CATHAY SECURITIES, INC. acted as representative of the underwriters for the Offering, with
Dominari Securities LLC acting as co-underwriter (collectively, the “Underwriters”). Carey Olsen Singapore LLP, Han Kun Law Offices LLP and Hunter Taubman Fischer & Li LLC acted as British Virgin Islands legal counsel, Hong Kong legal advisers
and U.S. securities counsel, respectively, to the Company. Kaufman & Canoles, P.C. acted as U.S. securities counsel to the Underwriters for the Offering.
The Offering was conducted pursuant to the Company’s Registration Statement on Form F-1 (File No. 333-283424) previously filed with and subsequently declared effective by the U.S. Securities and Exchange Commission (“SEC”) on March 31, 2025. The Offering was made only by means of a final prospectus, copies of which may be obtained from Cathay Securities, Inc. at 40 Wall Street, Suite 3600, New York, NY 10005,
or by telephone at +1 (855) 939-3888.
This press release has been prepared for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to
buy any securities, and no sale of these securities may be made in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other
jurisdiction.
About Waton Financial Limited Inc. (“Waton”)
Waton Financial Limited is a British Virgin Islands-incorporated holding company with operations primarily conducted through its wholly-owned
subsidiaries in Hong Kong, Waton Securities International Limited and Waton Technology International Limited. Waton provides a suite of financial services, including securities brokerage, asset management, and software licensing and other support
services, catering to a diverse clientele of retail and institutional investors. Waton leverages technology and a client-centric approach with the aim to deliver innovative and reliable financial solutions.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this press release are “forward-looking statements” as defined under the federal securities laws, including, but not limited
to, statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. These forward-looking statements involve known and
unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs,
including the expectation that the Offering will be successfully completed. Investors can find many (but not all) of these statements by the use of words such as “believe”, “plan”, “expect”, “intend”, “should”, “seek”, “estimate”, “will”, “aim” and
“anticipate”, or other similar expressions in this press release. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its
expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company
cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.
For further information, please contact:
Waton Financial Limited
Investor Relations Department
Email: ir@waton.com