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1、2024/11/26 17:34sec.gov/Archives/edgar/data/1987363/000114036124047668/ny20017183x6_f1.htmhttps:/www.sec.gov/Archives/edgar/data/1987363/000114036124047668/ny20017183x6_f1.htm1/206F-1 1 ny20017183x6_f1.htm F-1TABLE OF CONTENTSAs filed with the U.S.Securities and Exchange Commission on November 22,20

2、24Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933Waton Financial Limited(Exact name of registrant as specified in its charter)British Virgin Islands 6199 Not Applicable(State or other jurisdiction of

3、incorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)Suites 3605-06,36th Floor,Tower 6,The Gateway,Harbour City,Tsim Sha Tsui,Kowloon,Hong KongTel:+852 2853 1818(Address,including zip code,and telephone number,including area code,o

4、f registrants principal executive offices)Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168Tel:+1(800)221-0102(Name,address,including zip code,and telephone number,including area code,of agent for service)With copies to:Ying Li,Esq.Lisa Forcht,Esq.Hunter Taubman Fischer&Li LLC950 T

5、hird Avenue,19th FloorNew York,NY 10022Tel:1-212-530-2206 Anthony W.Basch,Esq.Yan(Natalie)Wang,Esq.Benming Zhang,Esq.Kaufman&Canoles,P.C.Two James Center,14th Floor1021 East Cary StreetRichmond,Virginia 23219Tel:1-804-771-5700 Approximate date of commencement of proposed sale to the public:Promptly

6、after the effective date of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Actof 1933 check the following box.If this Form is filed to register additional securities for a

7、n offering pursuant to Rule 462(b)under the Securities Act,please check the following boxand list the Securities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the S

8、ecurities Act,check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the same offering If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and list the S

9、ecurities Actregistration statement number of the earlier effective registration statement for the same offering Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 Emerging growth company If an emerging growth company that

10、 prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant haselected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant toSection 7(a)(2)(B)of the Securities Act.The Registrant

11、 hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until theRegistrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in2024/11/26 17:34sec.gov/Archives/edgar/da

12、ta/1987363/000114036124047668/ny20017183x6_f1.htmhttps:/www.sec.gov/Archives/edgar/data/1987363/000114036124047668/ny20017183x6_f1.htm2/206accordance with Section 8(a)of the Securities Act of 1933,as amended,or until the registration statement shall become effective on such dateas the U.S.Securities

13、 and Exchange Commission,acting pursuant to such Section 8(a),may determine.2024/11/26 17:34sec.gov/Archives/edgar/data/1987363/000114036124047668/ny20017183x6_f1.htmhttps:/www.sec.gov/Archives/edgar/data/1987363/000114036124047668/ny20017183x6_f1.htm3/206TABLE OF CONTENTSThe information in this pro

14、spectus is not complete and may be changed.We will not sell these securities untilthe registration statement filed with the U.S.Securities and Exchange Commission is effective.Thisprospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in anystat

15、e where the offer or sale is not permitted.PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION,DATED NOVEMBER 22,2024 Waton Financial Limited Ordinary SharesThis is an initial public offering of ordinary shares,par value US$0.001 per share(the“Ordinary Shares”),of WatonFinancial Limited,a company incorpora

16、ted in the British Virgin Islands.We expect the initial public offering price will be betweenUS$and US$per Ordinary Share.Prior to this offering,there has been no public market for our Ordinary Shares.We haveapplied to list our Ordinary Shares on the Nasdaq Capital Market under the symbol“WTF.”This

17、offering is contingent upon uslisting our Ordinary Shares on the Nasdaq Capital Market.There can be no assurance that we will be successful in listing ourOrdinary Shares on the Nasdaq Capital Market.We are an“emerging growth company”as defined under applicable U.S.federal securities laws and are,the

18、refore,eligible forreduced public company reporting requirements.Please read“Implications of Being an Emerging Growth Company”beginning onpage 15 of this prospectus for more information.We are a BVI business company,limited by shares,incorporated in the British Virgin Islands.Under the rules of theU

19、.S.Securities and Exchange Commission,or the SEC,we currently qualify for treatment as a“foreign private issuer.”As aforeign private issuer,we will not be required to file periodic reports and financial statements with the U.S.Securities andExchange Commission,or the SEC,as frequently or as promptly

20、 as domestic registrants whose securities are registered under theSecurities Exchange Act of 1934,as amended,or the Exchange Act.Please read“Implications of Being a Foreign Private Issuer”beginning on page 15 of this prospectus for more information.Investors purchasing shares in this offering are pu

21、rchasing shares of Waton Financial Limited,a British Virgin Islandsholding company,rather than the shares of Waton Financial Limiteds subsidiaries that conduct substantive businessoperations in Hong Kong.Waton Financial Limited is not a Hong Kong operating company,but is rather a holdingcompany inco

22、rporated in the British Virgin Islands.Waton Financial Limited has no material operations of its own,andconducts substantive business operations through its subsidiaries based in Hong Kong.Our subsidiaries are controlled byWaton Financial Limited through equity ownership.For a description of our cor

23、porate structure,see“Corporate Historyand Structure”beginning on page 66.Investors in this offering may never directly hold any equity interests in WatonFinancial Limiteds subsidiaries that conduct substantive business operations in Hong Kong.As used in this prospectus,references to“we”,“us”,“our”,o

24、r the“Company”refer to Waton Financial Limited,the BritishVirgin Islands business company that will issue the Ordinary Shares of this offering and when the financial results of WatonFinancial Limited being described,also include its consolidated subsidiaries.References to“WSI”are to Waton Securities

25、International Limited and references to“WTI”are to Waton Technology International Limited;WSI and WTI being WatonFinancial Limiteds subsidiaries that conduct substantive business operations in Hong Kong.Investing in our Ordinary Shares involves a high degree of risk,including the risk of losing your

26、 entire investment.See“Risk Factors”beginning on page 20 to read about factors you should consider before buying our Ordinary Shares.Waton Financial Limited is a British Virgin Islands holding company with no material operations of its own and conducts itsoperations in Hong Kong primarily through it

27、s subsidiaries,including,Waton Securities International Limited,or WSI,during thefiscal years ended March 31,2023 and 2024 and Waton Technology International Limited,or WTI,during the fiscal year endedMarch 31,2024.Waton Financial Limited holds equity interests in its subsidiaries in Hong Kong,the C

28、ayman Islands and theBritish Virgin Islands,and does not operate its business through variable interest entities(“VIE”).As of the date of this prospectus,Waton Financial Limited does not have any subsidiaries incorporated in Mainland China.Investors are purchasing the OrdinaryShares of Waton Financi

29、al Limited,a British Virgin Islands holding company and not the shares of its subsidiaries.This corporatestructure involves unique risks to investors.As a holding company,Waton Financial Limited may rely on dividends from itssubsidiaries for cash requirements,including any payment of dividends to it

30、s shareholders.The subsidiaries ability to paydividends to Waton Financial Limited may be restricted by the debt the subsidiaries incur on their own behalf or laws andregulations applicable to them.2024/11/26 17:34sec.gov/Archives/edgar/data/1987363/000114036124047668/ny20017183x6_f1.htmhttps:/www.s

31、ec.gov/Archives/edgar/data/1987363/000114036124047668/ny20017183x6_f1.htm4/206TABLE OF CONTENTSSee“Risk Factors Risks Related to Our Ordinary Shares and This Offering We rely on dividends and otherdistributions on equity paid by our subsidiaries to fund any cash and financing requirements we may hav

32、e,and anylimitation on the ability of our subsidiaries to make payments may restrict our ability to finance our cashrequirements,service debt or make dividends or other distributions to our shareholders.”We and our subsidiaries face various legal and operational risks and uncertainties associated wi

33、th being based,or having the majority of the operations,in Hong Kong.Our subsidiaries are headquartered in Hong Kong with nooperations in Mainland China.However,since a minimal portion of our subsidiaries customers are Mainland Chinanationals,we and our subsidiaries may become subject to certain PRC

34、 laws and regulations as they continue toevolve,and we and our subsidiaries face uncertainties as to whether and how the recent PRC government statementsand regulatory developments,such as those relating to data and cyberspace security,and anti-monopoly concerns,would apply to us and our subsidiarie

35、s.PRC laws and regulations are sometimes evolving rapidly,and as a result,tothe extent that any PRC laws and regulations become applicable to us and/or our subsidiaries in the future,weand/or our subsidiaries may experience material changes in operations,restrictions in our subsidiaries ability toac

36、cept foreign investments and/or our ability to list on a U.S.or other foreign exchange,significant depreciation ofthe value of our Ordinary Shares,a complete hindrance of our ability to offer or continue to offer our securities toinvestors,or the value of such securities may significantly decline or

37、 be worthless.For example,if the recentregulatory actions of the PRC government on data security or other data-related laws and regulations were to applyto us and/or our subsidiaries,we and/or our subsidiaries could become subject to certain cybersecurity and dataprivacy obligations,including the po

38、tential requirement to conduct a cybersecurity review for our public offeringson a foreign stock exchange,and the failure to meet such obligations could result in penalties and other regulatoryactions against us and/or our subsidiaries and may materially and adversely affect our subsidiaries busines

39、s and ourresults of operations.See“Risk Factors Risks Related to Doing Business in the Jurisdiction in which ourSubsidiaries Operate If we and our subsidiaries were to be required to comply with cybersecurity,data privacy,data protection,or any other PRC laws and regulations related thereto and we a

40、nd our subsidiaries are unable tocomply with such PRC laws and regulations,our financial condition,and results of operations may be materially andadversely affected.We believe that we are not currently required to obtain permission from or complete any filingprocedures with the PRC government to lis

41、t on a U.S.securities exchange and consummate this offering;however,there is no guarantee that this will continue to be the case in the future in relation to the continued listing of oursecurities on a securities exchange outside of Mainland China,or even when or if such permission is obtained orsuc

42、h filing is completed,it will not be subsequently denied or rescinded.On February 17,2023,the China SecuritiesRegulatory Commission(the“CSRC”)promulgated the Trial Administrative Measures of Overseas SecuritiesOffering and Listing by Domestic Companies,or the Trial Measures,and five supporting guide

43、lines,which tookeffect on March 31,2023.Based on the opinion of our counsel as to PRC laws,Global Law Office,we are notsubject to the Trial Measures.However,as the Trial Measures and the supporting guidelines are newly published,there exists uncertainty with respect to the further implementation and

44、 interpretation of the principle of“substanceover form.”If we later find out that we and/or our subsidiaries were to be required to obtain any permission orapproval from or were required to complete any filing procedure with the CSRC,the Cyberspace Administration ofChina(the“CAC”),or other PRC gover

45、nmental authorities in connection with this offering under PRC law,weand/or our subsidiaries may be fined or subject to other sanctions,and our subsidiaries business and our reputation,financial condition,and results of operations may be materially and adversely affected.See“Risk Factors RisksRelate

46、d to Doing Business in the Jurisdiction in which our Subsidiaries Operate If we were to be required toobtain any permission or approval from or complete any filing procedures with the CSRC,the CAC,or other PRCgovernmental authorities in connection with this offering under the PRC laws,we may be fine

47、d or subject to othersanctions.”Furthermore,the PRC government may influence the Hong Kong operations of an offshore holding company,such as those of our subsidiaries,at any time.These risks could hinder our ability to offer or continue to offer theOrdinary Shares,result in a material adverse change

48、 to our subsidiaries business operations,and damage ourreputation,which could cause the Ordinary Shares to significantly decline in value or become worthless.For adetailed description of risks relating to the potential impact of PRC laws and regulations on our subsidiariesbusiness operations,see“Ris

49、k Factors Risks Related to Doing Business in the Jurisdiction in which ourSubsidiaries Operate We and our subsidiaries face uncertainties arising from the possible revision regarding theinterpretation and implementation of current and any future PRC laws and regulations related to part of oursubsidi

50、aries business operations.”We also may face risks relating to the lack of Public Company Accounting Oversight Board(the“PCAOB”)inspection on our auditor,which may cause our securities to be delisted from a U.S.stock exchange in the future2024/11/26 17:34sec.gov/Archives/edgar/data/1987363/0001140361

51、24047668/ny20017183x6_f1.htmhttps:/www.sec.gov/Archives/edgar/data/1987363/000114036124047668/ny20017183x6_f1.htm5/206TABLE OF CONTENTSunder the Holding Foreign Companies Accountable Act,or the HFCAA,if the PCAOB is unable to inspect orinvestigate completely our auditor for two consecutive years.On

52、June 22,2021,the U.S.Senate passed AcceleratingHolding Foreign Companies Accountable Act,and on December 29,2022,legislation entitled“ConsolidatedAppropriations Act,2023”(the“Consolidated Appropriations Act”)was signed into law by President Biden,whichcontained,among other things,an identical provis

53、ion to Accelerating Holding Foreign Companies Accountable Actand amended the HFCAA by requiring the SEC to prohibit an issuers securities from trading on any U.S.stockexchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three,thusreducing the time before

54、our securities may be prohibited from trading or delisted.The delisting or the cessation oftrading of our Ordinary Shares,or the threat of their being delisted or prohibited from being traded,may materiallyand adversely affect the value of your investment.On December 16,2021,the PCAOB issued a repor

55、t to notify theSEC its determinations that it is unable to inspect or investigate completely registered public accounting firmsheadquartered in Mainland China and Hong Kong,respectively,and identifies the registered public accounting firmsin Mainland China and Hong Kong that are subject to such dete

56、rminations.The auditor of the Company,UHY LLP,is not among the auditor firms listed on the determination list issued by the PCAOB,which notes all of the auditorfirms that the PCAOB is not able to inspect.UHY LLP is an independent registered public accounting firm with thePCAOB headquartered in the U

57、nited States,having its last inspection report dated in October 2023.On August 26,2022,the CSRC,the Ministry of Finance of the PRC,and the PCAOB signed a Statement of Protocol,or theProtocol,governing inspections and investigations of audit firms based in China and Hong Kong.Pursuant to thefact shee

58、t with respect to the Protocol disclosed by the SEC,the PCAOB shall have independent discretion to selectany issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC.OnDecember 15,2022,the PCAOB determined that the PCAOB was able to secure compl

59、ete access to inspect andinvestigate registered public accounting firms headquartered in Mainland China and Hong Kong and voted to vacateits previous determinations to the contrary.However,should PRC authorities obstruct or otherwise fail to facilitatethe PCAOBs access in the future,the PCAOB will c

60、onsider the need to issue a new determination.Our securitiesmay be delisted or prohibited from trading if the PCAOB determines that it cannot inspect or investigate completelyour auditor under the HFCAA.Since the incorporation of our British Virgin Islands holding company,with the exception of funds

61、 received fordaily operational purposes from Mr.Zhou Kai,our Chairman of the Board,Director,Chief Technology Officer andshareholder who owns more than 5%of our issued and outstanding Ordinary Shares as of the date of this prospectus,no cash flows have occurred between our holding company and our sub

62、sidiaries,except for the provision of a capitalcontribution to WSI by the Company in the amount of US$1 million during the fiscal year ended March 31,2023and US$5.1 million in November 2024.Currently,we do not intend to have our holding company distributedividends in the future and we do not have a

63、fixed dividend policy.Our board of directors has complete discretionon whether to distribute dividends,subject to applicable laws.See“Risk Factors Risks Related to Our OrdinaryShares and This Offering Because the amount,timing,and whether or not we distribute dividends at all is entirelyat the discr

64、etion of our board of directors,you must rely on price appreciation of our Ordinary Shares for return onyour investment.”If needed,cash can be transferred between our holding company and subsidiaries throughintercompany fund advances,and there are currently no restrictions of transferring funds betw

65、een our British VirginIslands holding company and our subsidiaries in the Cayman Islands and Hong Kong.There are no significantrestrictions on foreign exchange or our ability to transfer cash between entities within our group,across borders,orto U.S.investors.However,there is no assurance that any o

66、f the above will remain the same.We rely in part ondividends and other distributions on equity paid by our subsidiaries in Hong Kong for our cash and financingrequirements,such as the funds necessary to service any debt we may incur.Any such controls or restrictions mayadversely affect our ability t

67、o finance our cash requirements,service debt or make dividends or other distributions toour shareholders.See“Risk Factors Risks Related to Our Ordinary Shares and This Offering We rely ondividends and other distributions on equity paid by our subsidiaries to fund any cash and financing requirements

68、wemay have,and any limitation on the ability of our subsidiaries to make payments may restrict our ability to financeour cash requirements,service debt or make dividends or other distributions to our shareholders.”2024/11/26 17:34sec.gov/Archives/edgar/data/1987363/000114036124047668/ny20017183x6_f1

69、.htmhttps:/www.sec.gov/Archives/edgar/data/1987363/000114036124047668/ny20017183x6_f1.htm6/206TABLE OF CONTENTSFollowing the completion of this offering,our largest shareholder will beneficially own approximately%ofthe aggregate voting power of our outstanding Ordinary Shares assuming no exercise of

70、 the underwriters over-allotment option,or approximately%assuming full exercise of the underwriters over-allotment option.As such,we will be deemed a“controlled company”within the meaning of the Nasdaq listing standards.We currently do notintend to rely on the corporate governance exemptions afforde

71、d to a“controlled company”under the Nasdaq listingstandards.However,we may avail ourselves of such exemptions in the future.See“Risk Factors”and“Management”.PerShare Total(4)Initial public offering price(1)$Underwriters discounts(2)$Proceeds to the company before expenses(3)$(1)Initial public offeri

72、ng price per share is assumed as US$per share,which is the midpoint of the range set forth on thecover page of this prospectus.(2)We have agreed to pay the underwriter a discount equal to US$.See also“Underwriting”beginning on page 156 for thecomplete underwriting arrangements.(3)Excludes fees and e

73、xpenses payable to the underwriter.(4)Assumes that the underwriter does not exercise any portion of their over-allotment option.This offering is being conducted on a firm commitment basis.The underwriter is obligated to take and pay forall of the Ordinary Shares if any such Ordinary Shares are taken

74、.We have granted the underwriter an option for aperiod of 45 days from the effective date of this registration statement,of which this prospectus forms a part,topurchase up to Ordinary Shares,or 15%of the total number of the Ordinary Shares to be offered by us pursuantto this offering(excluding Ordi

75、nary Shares subject to this option),solely for the purpose of covering over-allotments,at the public offering price less the underwriting discounts.If the underwriter exercises the option in full,and assuming an offering price of US$per Ordinary Share,which is the midpoint of the range set forth on

76、thecover page of this prospectus,the total gross proceeds to us,before underwriting discounts and expenses,will beUS$.The underwriter expects to deliver the Ordinary Shares against payment as set forth under“Underwriting,”onor about,2024.Neither the U.S.Securities and Exchange Commission nor any sta

77、te securities commission nor any otherregulatory body has approved or disapproved of these securities or determined if this prospectus is truthfulor complete.Any representation to the contrary is a criminal offense.Prospectus dated,2024.2024/11/26 17:34sec.gov/Archives/edgar/data/1987363/00011403612

78、4047668/ny20017183x6_f1.htmhttps:/www.sec.gov/Archives/edgar/data/1987363/000114036124047668/ny20017183x6_f1.htm7/206TABLE OF CONTENTSTABLE OF CONTENTS PagePROSPECTUS SUMMARY 1THE OFFERING 17RISK FACTORS 20SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 59ENFORCEABILITY OF CIVIL LIABILITIES 60USE

79、OF PROCEEDS 62DIVIDEND POLICY 63CAPITALIZATION 64DILUTION 65CORPORATE HISTORY AND STRUCTURE 66MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS 68INDUSTRY 86BUSINESS 96REGULATIONS 114MANAGEMENT 124PRINCIPAL SHAREHOLDERS 132RELATED PARTY TRANSACTIONS 134DESCRIPTION O

80、F SHARE CAPITAL 136SHARES ELIGIBLE FOR FUTURE SALE 147TAXATION 150UNDERWRITING 156EXPENSES RELATING TO THIS OFFERING 160LEGAL MATTERS 161EXPERTS 162CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT 162WHERE YOU CAN FIND MORE INFORMATION 163INDEX TO FINANCIAL STATEMENTS F-1 You should rely only on the info

81、rmation contained in this prospectus.We have not,and the underwriter has not,authorized anyone to provide you with information different from what is contained in this prospectus or in anyrelated free writing prospectus.If anyone provides you with different or inconsistent information,you should not

82、rely on it.We are not,and the underwriter is not,making an offer to sell securities in any jurisdiction where the offeror sale is not permitted.The information contained in this prospectus is accurate only as of the date on the front ofthis prospectus,regardless of the time of delivery of this prosp

83、ectus or any sale of the securities.Our subsidiariesbusiness,and our financial condition,results of operations and prospects may have changed since that date.For investors outside of the United States of America(the“United States”or the“U.S.”):Neither we nor theunderwriter have or has done anything

84、that would permit this offering or possession or distribution of this prospectusor any filed free-writing prospectus in any jurisdiction,other than the United States,where action for that purpose isrequired.Persons outside of the United States who come into possession of this prospectus or any filed

85、 free writingprospectus must inform themselves about,and observe any restrictions relating to,the offering of our OrdinaryShares and the distribution of this prospectus or any filed free writing prospectus outside of the United States.Until and including,2024(the 25th day after the date of this pros

86、pectus),all dealers that effect transactionsin our Ordinary Shares,whether or not participating in this offering,may be required to deliver a prospectus.This isin addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to theirunsold allotments or s

87、ubscriptions.i2024/11/26 17:34sec.gov/Archives/edgar/data/1987363/000114036124047668/ny20017183x6_f1.htmhttps:/www.sec.gov/Archives/edgar/data/1987363/000114036124047668/ny20017183x6_f1.htm8/206TABLE OF CONTENTSConventions that Apply to This ProspectusUnless otherwise indicated or the context requir

88、es otherwise,references in this prospectus to:“APP”are to a mobile application;“Broker Cloud solutions”are to a combination of software licensing and related support services(asdefined below),securities brokerage services,margin financing services(as defined below)and otherrelated services provided

89、to securities brokers,where securities brokers are provided with a perpetual on-premise licensed trading platform APP with related support services,and the front-,middle-and back-office operation functions and securities trading function where such securities trading orders can becleared and settled

90、 through WSI;“BVI Companies Act”are to BVI Business Companies Act,2004 as amended from time to time;“China”or the“PRC”are to the Peoples Republic of China,including the special administrative regionsof Hong Kong and Macau,and Taiwan,for the purposes of this prospectus only;“Company”,“we”,“us”,or“our

91、”are to Waton Financial Limited,a BVI business company incorporatedunder the laws of the British Virgin Islands,and when describing the financial results of Waton FinancialLimited,also includes its consolidated subsidiaries,unless the context otherwise indicates;“fintech”are to financial technology;

92、“Group”are to the Company and our subsidiaries,collectively;“HK$”and“Hong Kong dollars”are to the legal currency of Hong Kong;“HKSFC”are to the Securities and Future Commission of Hong Kong;“HKSFO”are to the Securities and Futures Ordinance(Chapter 571 of the Laws of Hong Kong);“Hong Kong”are to the

93、 Hong Kong Special Administrative Region of the Peoples Republic of China forthe purposes of this prospectus only;“mainland China”or“Mainland China”are to the mainland of the Peoples Republic of China,excludingTaiwan,the special administrative regions of Hong Kong and Macau for the purposes of this

94、prospectusonly;the term“Mainland Chinese”has a correlative meaning for the purpose of this prospectus;“margin financing services”are to the margin loans provided by WSI to its customers for their purchase ofsecurities on the secondary market or for their subscription to shares offered under initial

95、public offerings;“Memorandum and Articles of Association”are to the amended and restated memorandum and articles ofassociation which are expected to become effective immediately prior to the completion of this offering,asmay be further amended from time to time;“our subsidiaries”are to the Companys

96、subsidiaries,the financial statements of which are consolidated inthe financial statements of the Company;“PRC government”,“PRC governmental authority”or“PRC governmental authorities”are to thegovernment and governmental authorities of mainland China,for the purposes of this prospectus only;“PRC law

97、s”or“PRC laws and regulations”are to the laws and regulations of mainland China,for thepurposes of this prospectus only;“RMB”and“Renminbi”are to the legal currency of China;“shares”,“Shares”or“Ordinary Shares”are to the ordinary shares of Waton Financial Limited,par valueUS$0.001 per share;“software

98、 licensing and related support services”are to a range of fintech services,including,but notlimited to,the licensing of a trading platform APP with securities trading,clearing and settlementfunctions and the front-,middle-and back-office operation functions,optional cloud-based maintenanceand suppor

99、t services,unspecified updates and enhancements,and related support services provided byWSI or WTI to securities brokers and securities-related financial institutions;“US$”,“$”,“U.S.dollars”and“USD”are to the legal currency of the United States;ii2024/11/26 17:34sec.gov/Archives/edgar/data/1987363/0

100、00114036124047668/ny20017183x6_f1.htmhttps:/www.sec.gov/Archives/edgar/data/1987363/000114036124047668/ny20017183x6_f1.htm9/206TABLE OF CONTENTS“WSI”are to our wholly-owned subsidiary,Waton Securities International Limited(),a limited liability company incorporated in Hong Kong on April 28,1989;and“

101、WTI”are to our wholly-owned subsidiary,Waton Technology International Limited(),a limited liability company incorporated in Hong Kong on February 24,2023.We conduct business in Hong Kong through our subsidiaries,including WSI and WTI,primarily using HongKong dollars,the currency of Hong Kong.Our con

102、solidated financial statements are presented in U.S.dollars.Inthis prospectus,we refer to assets,obligations,commitments and liabilities in our consolidated financial statementsin U.S.dollars.These dollar references are based on the exchange rate of Hong Kong dollars to U.S.dollars,determined as of

103、a specific date or for a specific period.Since 1983,Hong Kong dollars have been pegged to theU.S.dollars at the rate of approximately HK$7.80 to US$1.00.Changes in the exchange rate will affect the amountof our obligations and the value of our assets in terms of U.S.dollars which may result in an in

104、crease or decrease inthe amount of our obligations(expressed in U.S.dollars)and the value of our assets,including accounts receivable(expressed in U.S.dollars).iii2024/11/26 17:34sec.gov/Archives/edgar/data/1987363/000114036124047668/ny20017183x6_f1.htmhttps:/www.sec.gov/Archives/edgar/data/1987363/

105、000114036124047668/ny20017183x6_f1.htm10/206TABLE OF CONTENTSPROSPECTUS SUMMARYInvestors are cautioned that you are buying shares of a British Virgin Islands holding company withoutoperations of its own.The following summary is qualified in its entirety by,and should be read in conjunction with,the

106、more detailedinformation and financial statements included elsewhere in this prospectus.In addition to this summary,we urge youto read the entire prospectus carefully,especially the risks of investing in our Ordinary Shares,discussed under“Risk Factors”before deciding whether to invest in our Ordina

107、ry Shares.The reader should not put undue relianceon any forward-looking statements in this document,which speak only as of the date on the cover of this prospectus.We derived a substantial portion of revenues from Wealth Guardian Investment Limited(“WGI”),a relatedparty of the Company,which account

108、ed for approximately 39.5%and 81.5%of our total revenues in the fiscal yearsended March 31,2024 and March 31,2023,respectively.See“Related Party Transactions”and“Risk Factors Risks Related to Our Subsidiaries Business and Industry We derived a substantial portion of revenue from WGI,a single related

109、 party customer”.OverviewWe are a holding company incorporated in the British Virgin Islands.We are a provider of securities brokerageand financial technology services primarily through our Hong Kong subsidiaries,Waton Securities InternationalLimited,or WSI,and Waton Technology International Limited

110、,or WTI.WSI is principally engaged in the provision of(i)securities brokerage services for securities listed on theHong Kong Stock Exchange,including shares under the Shanghai-Hong Kong Stock Connect and Shenzhen-Hong Kong Stock Connect,the New York Stock Exchange(NYSE)and the Nasdaq Stock Market,ma

111、rgin financingservices and other ancillary services through WSIs electronic trading platform to its corporate and individualbrokerage customers and bond distribution services;and(ii)software licensing and related support servicesincluding the licensing of trading platform APP,upgrades and enhancemen

112、ts,maintenance and other related servicesto financial institutions.Since September 2023,WTI has provided software licensing and related support services inorder to focus on the expertise of operations and service areas.WSI has developed and provided Broker Cloudsolutions to securities brokers with t

113、he combination of software licensing and related support services,securitiesbrokerage services,margin financing services and other related services,where securities broker customers areprovided with a perpetual on-premise licensed trading platform APP and optional related support services,with thefr

114、ont-,middle-and back-office operation functions and securities trading function where securities trading orderscan be cleared and settled through WSI.Founded in 1989,WSI is an established integrated securities broker in the Hong Kong financial servicesindustry.WSI is licensed to conduct Type 1(deali

115、ng in securities),Type 4(advising on securities),Type 5(advisingon futures contracts)and Type 9(asset management)regulated activities under HKSFO in Hong Kong.WSI is aHong Kong Stock Exchange participant and holds one Hong Kong Stock Exchange trading right.WSI providessecurities brokerage services t

116、hrough WSIs integrated electronic trading platform,which is easy to access,use,anddeposit to WSIs customers.The trading platform can be accessed through WSIs APP,which provides WSIscustomers with a seamless and secured trading experience.WSI offers its customers comprehensive brokerage andvalue-adde

117、d services,including trade order placement and execution,account management,and customer support.WSI further provides its customers with market data,news and research,so as to help them make well-informedinvestment decisions.WSI has accumulated a corporate and individual customer base across the glo

118、be,including asecurities brokerage company in New Zealand known as Wealth Guardian Investment Limited(“WGI”),which is arelated party of the Company.We derived a substantial portion of revenues from WGI,which accounted for 39.5%and 81.5%of our total revenues in the fiscal years ended March 31,2024 an

119、d March 31,2023,respectively.See“Related Party Transactions”and“Risk Factors Risks Related to Our Subsidiaries Business and Industry Wederived a substantial portion of revenue from WGI,a single related party customer”.By capitalizing on its customerbase,WSI commenced to provide bond distribution ser

120、vices by acting as a manager,a placement agent or a non-syndicate capital market intermediary,to procure subscribers to subscribe and pay for bonds in principal amountsduring the fiscal year ended March 31,2024.As of March 31,2024,WSI had more than 2,900 securities brokeragecustomers who opened trad

121、ing accounts with WSI,33 of which are corporate customers who opened corporateaccounts and 1 of which is an introducing broker customer who opened an omnibus account.The remaining portionof the securities brokerage customers are individual customers who opened individual accounts and typically trade

122、through WSIs trading platform APP.As of the same date,WSI had over 600 active customers,who were registered12024/11/26 17:34sec.gov/Archives/edgar/data/1987363/000114036124047668/ny20017183x6_f1.htmhttps:/www.sec.gov/Archives/edgar/data/1987363/000114036124047668/ny20017183x6_f1.htm11/206TABLE OF CO

123、NTENTScustomers with assets in their trading accounts.We generate brokerage and commission income from WSIssecurities brokerage,bond distribution and other ancillary services and interest income from WSIs margin financingservices,and our brokerage and commission income and interest income which amou

124、nted to approximately US$9.4million and US$2.3 million,and accounted for approximately 93.4%and 39.9%of our total revenues,for the fiscalyears ended March 31,2024 and 2023,respectively.Leveraging on WSIs accumulated industry knowledge on the needs of small and medium-sized securitiesbrokers and oper

125、ational experience in online brokerage over the years,WSI started to develop the provision offintech solutions in trading platform APP software licensing and related support services targeting the securitiesbrokers and securities-related financial institutions in April 2021.We are a pioneer of busin

126、ess-to-business fintechservices in the Asia-Pacific region to offer one-stop brokerage software solutions to small and medium-sizedbrokers,according to Frost&Sullivan Limited,or Frost&Sullivan.WSI provides one-stop,integrated andcustomized software solutions to develop trading platform APP that cove

127、rs the front-,middle-and back-officeoperations of securities brokerage business such as electronic trade order placing,customer relationshipmanagement and operational data management,in addition to the business-to-business securities order clearing andsettlement services provided by WSI in the Broke

128、r Cloud solutions,which enables the securities broker customers todigitalize and streamline their business operations,and interact with the financial market more efficiently.As ofMarch 31,2024 and 2023,WSI and WTI provided software licensing and related support services to a total of 3 and5 securiti

129、es brokers and securities-related financial institutions,respectively,including WGI,which is a related partyof the Company.See“Related Party Transactions”and“Risk Factors Risks Related to Our Subsidiaries Businessand Industry We derived a substantial portion of revenue from WGI,a single related part

130、y customer”.respectively.We generate software licensing and related support service income from WSIs and WTIs softwarelicensing and related support services,which amounted to approximately US$1.4 million and US$3.5 million,andaccounted for approximately 13.7%and 60.1%of our total revenues for the fi

131、scal years ended March 31,2024 and2023,respectively.WSI and WTI have outsourced the software licensing and related support services to ShenzhenJinhui Technology Co.,Ltd.,a related party of the Company.See“Related Party Transactions”and“Risk Factors Risks Related to Our Subsidiaries Business and Indu

132、stry WSI and WTI are dependent on a single related partysupplier,Shenzhen Jinhui Technology Co.,Ltd.,an information technology company and a related party controlledby Mr.Zhou Kai,our Chairman of the Board,Director,Chief Technology Officer and shareholder,for providingsoftware development and relate

133、d support services”.We have achieved significant growth in our revenues.Our revenues grew by 75.2%from approximatelyUS$5.7 million for the fiscal year ended March 31,2023 to approximately US$10.1 million for the fiscal year endedMarch 31,2024.Approximately 39.5%and 81.5%of the total revenues for the

134、 fiscal years ended March 31,2024and 2023,respectively,were derived from WGI,a related party of the Company.Our net income was approximatelyUS$2.5 million for the fiscal year ended March 31,2024,compared to approximately US$3.1 million for the fiscalyear ended March 31,2023.Our adjusted net income,w

135、hich excludes share-based compensation expenses and itsrelated income tax effects,was approximately US$2.5 million for the fiscal year ended March 31,2024,compared toapproximately US$3.4 million for the fiscal year ended March 31,2023.See“Managements Discussion andAnalysis of Financial Condition and

136、 Results of Operations Non-GAAP Measures”for a reconciliation of the non-GAAP adjusted net income to net income.Our Competitive StrengthsWe believe the following competitive strengths have contributed,and will contribute,to our growth:Major fintech service provider of integrated,accessible,expedited

137、 and cost-effective software licensingand related support services,which are adaptive to the specific demands of small and medium-sizedsecurities brokers.Our fintech services benefit securities broker customers with the integrated upstream industry supply chainand the growth potential of downstream

138、end user markets.Our business lines of services along the securities brokerage industry value chain generate a diversifiedrevenue mix and build customer loyalty.Visionary and Experienced Management Team.22024/11/26 17:34sec.gov/Archives/edgar/data/1987363/000114036124047668/ny20017183x6_f1.htmhttps:

139、/www.sec.gov/Archives/edgar/data/1987363/000114036124047668/ny20017183x6_f1.htm12/206TABLE OF CONTENTSOur Growth StrategiesOur business model,competitive strengths and licensing qualifications provide us multiple avenues of growth.We are committed to the digital transformation of financial services

140、in the securities brokerage industry through thefollowing key strategies:Continue to expand our customer base in the financial services industry through software licensingservices.Enhance our existing services,develop our asset management business and expand our service offerings.Focus on product an

141、d technology innovation and further strengthen our securities brokerage services andsoftware licensing services.Pursue investment,acquisition and strategic opportunities.Continue to attract and retain top talents.Our Corporate History and StructureThe Company was incorporated under the laws of the B

142、ritish Virgin Islands with limited liability on June 25,2010 under the original name of“IAM Group Inc.”,which name was changed to“Waton Financial Limited”on July5,2023.The Company holds equity interests in its subsidiaries in Hong Kong,the Cayman Islands and the BritishVirgin Islands,and does not op

143、erate its business through variable interest entities(“VIE”).As of the date of thisprospectus,Waton Financial Limited does not have any subsidiaries incorporated in Mainland China.Investors arepurchasing the Ordinary Shares of the Company,a British Virgin Islands holding company,and not in itssubsid

144、iaries.This corporate structure involves unique risks to investors.As a holding company,the Company mayrely on dividends from its subsidiaries for cash requirements,including any payment of dividends to itsshareholders.The subsidiaries ability to pay dividends to the Company may be restricted by the

145、 debt thesubsidiaries incur on their own or laws and regulations applicable to them.See“Risk Factors Risks Related toOur Ordinary Shares and This Offering We rely on dividends and other distributions on equity paid by oursubsidiaries to fund any cash and financing requirements we may have,and any li

146、mitation on the ability of oursubsidiaries to make payments may restrict our ability to finance our cash requirements,service debt or makedividends or other distributions to our shareholders.”The Company owns 100%of the issued shares of Waton Securities International Limited(“WSI”),a limitedliabilit

147、y company incorporated in Hong Kong on April 28,1989,100%of the issued shares of Waton TechnologyInternational Limited(“WTI”),a limited liability company incorporated in Hong Kong on February 24,2023,100%of the issued shares of Waton Sponsor Limited(“WSL”),a BVI business company incorporated in the

148、British VirginIslands on September 7,2023,and 100%of the issued shares of Descart Limited(“Descart”),a stock corporationincorporated in the State of Delaware on February 23,2024.WSI owns 100%of the issued shares of Infast Asset Management Co.,Limited(“IAM”),a limited liabilitycompany incorporated in

149、 Hong Kong on October 30,2012,and 100%of the issued shares of Waton InvestmentGlobal SPC(“WIG SPC”),an exempted company incorporated in Cayman Islands on May 12,2022.Waton Sponsor Limited owns 100%of the issued shares of Love&Health Limited(“L&H”),an exemptedcompany incorporated in the Cayman Island

150、s on October 3,2023.In the fiscal year ended March 31,2023,we operated through our wholly owned subsidiary,WSI,to providesecurities brokerage services and software licensing and related support services.Since September 2023,WTI hasprovided software licensing and related support services,in order to

151、focus on the expertise of operations and serviceareas.In the fiscal year ended March 31,2024,we operated through our wholly owned subsidiaries,WSI,to providesecurities brokerage services and software licensing and related support services,and WTI,to provide softwarelicensing and related support serv

152、ices.Furthermore,WSL,IAM,Descart,WIG SPC,and L&H are incorporated for the purpose of expanding ourservice offerings and in alignment with our long-term development plan.As of the date of this prospectus,thefollowing subsidiaries have commenced their activities:(i)WSI,through WIG SPC,has set up four

153、segregated32024/11/26 17:34sec.gov/Archives/edgar/data/1987363/000114036124047668/ny20017183x6_f1.htmhttps:/www.sec.gov/Archives/edgar/data/1987363/000114036124047668/ny20017183x6_f1.htm13/206TABLE OF CONTENTSportfolios under WIG SPC in preparation for WSIs asset management business;and(ii)WSL has e

154、ngaged in theformation and sponsorship of L&H,being a special purpose acquisition company(“SPAC”),as well as the proposedinitial public offering of the securities of the SPAC.As of the date of this prospectus,IAM,Descart and L&H haveminimum operation.In order to explore business opportunities and ex

155、pand the business of the Group,in February 2024,WSI,through equity method investment at the cost of RMB5,500,000(equivalent to approximately US$770,000),acquired a 55%interest in LeFeng Hainan Private Equity Fund Management Limited(“LeFeng”),a limited liabilitycompany established in the PRC,which co

156、mpany is not our subsidiary,as WSI does not have the requisite votingpower of two thirds or more to control such company pursuant to LeFengs articles of association and cannotremove the existing sole director appointed by the other shareholder holding a 45%equity interest without cause.According to

157、LeFengs articles of association,which regulate the management and operation of LeFeng,theintended business scope of LeFeng includes private equity investment fund management and venture capital fundmanagement services(subject to the completion of registration filing with the relevant PRC regulatory

158、authorities).In view of the prolonged timeframe and uncertainty for LeFeng to complete the requisite regulatory filing andcommence its intended business,on October 10,2024,WSI and the sole director of LeFeng(the“Purchaser”)entered into a share transfer agreement,pursuant to which WSI agreed to sell

159、and the Purchaser agreed to purchasethe 55%equity interest in LeFeng for a consideration of HK$7,000,000(equivalent to approximately US$900,000)(the“Divestment”).The Divestment will be completed upon the payment of the consideration.As of the date of thisprospectus,the payment of the consideration h

160、as not been completed and is anticipated to occur before the end ofthis calendar year.LeFeng has not commenced operations since its incorporation in February 2024 and through thedate of this prospectus.The Divestment presents an opportunity for WSI to realize its investment and focus itsresources on

161、 its current business.The following chart illustrates our corporate structure,including our subsidiaries,as of the date of thisprospectus.The percentages shown on the following chart represent percentages of equity ownership:Ongoing Regulatory ActionsWe and our subsidiaries are subject to various re

162、gulatory requirements,including those specified in law,regulations and guidelines issued by the competent regulatory authorities in Hong Kong,including,but not limitedto the HKSFC.WSI is a licensed corporation under the HKSFO and may be subject to HKSFC inquiries and investigationsfrom time to time.

163、As of the date of this prospectus,WSI has been involved in certain inquiries from the HKSFCconcerning its practices relating to(i)protection of client assets where WSI failed to deposit client money of RMB200,000 into a segregated bank account between July 29,2022 and September 27,2022,due to staff

164、oversight,andsubsequently rectified the non-compliance by depositing the relevant money balance into a segregated bank account,and(ii)WSIs substantial shareholders,where,during the period between November 2,2023 and December 4,2023,42024/11/26 17:34sec.gov/Archives/edgar/data/1987363/000114036124047

165、668/ny20017183x6_f1.htmhttps:/www.sec.gov/Archives/edgar/data/1987363/000114036124047668/ny20017183x6_f1.htm14/206TABLE OF CONTENTStwo companies,each being the associate(as defined under the HKSFO)of Mr.Zhou Kai,an existing HKSFC-approved individual substantial shareholder of WSI and our Chairman of

166、 the Board,Director and Chief TechnologyOfficer,as well as a shareholder who owns more than 5%of our issued and outstanding Ordinary Shares as of thedate of this prospectus,by acquiring the shares of Waton Corporation Limited,became a substantial shareholder ofWSI without the HKSFCs prior approval,d

167、ue to inadvertent oversight.The two companies have taken rectificationmeasures to dispose of the relevant shares of Waton Corporation Limited on December 4,2023 and ceased to besubstantial shareholders of WSI on the same day.One of the companies has subsequently obtained the approval fromthe HKSFC t

168、o become WSIs substantial shareholder on February 21,2024 and completed the acquisition to becomean indirect shareholder of WSI in March 2024.WSI has adopted internal control measures to ensure its ongoingcompliance with statutory requirements.As of the date of this prospectus,WSI is not subject to

169、any regulatory finesor penalties or disciplinary actions as a result of the above incidents.However,no assurance can be given that thegovernmental authorities will not penalize WSI in the future.Please see“Risk Factors Risks Related to OurSubsidiaries Business and Industry WSI may be subject to disc

170、iplinary actions of the HKSFC as a result ofcontraventions of regulations by WSIs substantial shareholders”for details.As the foregoing inquiries from theHKSFC are subject to statutory secrecy under Section 378 of the HKSFO,it is not possible for us to accuratelypredict whether any disciplinary acti

171、on will be taken against WSI after the conclusion of the inquiries and,if so,thenature and extent of any such action.If,after the HKSFCs inquiries have been concluded,the HKSFC identifiesmisconduct or material non-compliance,the HKSFC could take various regulatory actions,which may include,among oth

172、er things,reprimands,fines and/or suspension or revocation of licenses and trading rights and,if imposed,might materially and adversely affect our reputation,prospects and financial condition.See“Risk Factors RisksRelated to Our Subsidiaries Business and Industry WSI is subject to extensive and evol

173、ving regulatoryrequirements in Hong Kong,non-compliance with which,may result in penalties,limitations and prohibitions on itsfuture business activities or suspension or revocation of its licenses and trading rights,and consequently maymaterially and adversely affect the business of WSI and our fina

174、ncial condition,operations and prospects.”Summary of Risk FactorsWe are subject to various risks and uncertainties,as more fully described in“Risk Factors”and elsewhere inthis prospectus.We urge you to read the“Risk Factors”section and this prospectus in full.Below is a summary ofthe principal facto

175、rs that make an investment in the Ordinary Shares speculative or subject to risk:Risks Related to Doing Business in the Jurisdiction in which our Subsidiaries OperateRisks related to doing business in the jurisdiction in which our subsidiaries operate include,without limitation,thefollowing:There re

176、main regulatory and legal uncertainties with respect to the implementation of the PRC laws andregulations to Hong Kong.The PRC government may intervene or influence the operations in MainlandChina of an offshore holding company at any time,which,if extended to our subsidiaries operations inHong Kong

177、,could result in a material change to our subsidiaries operations and/or the value of ourOrdinary Shares.We cannot assure you that the oversight and control will not be extended to companiesoperating in Hong Kong like us and the PRC government may exert more oversight and control overofferings that

178、are conducted overseas and/or foreign investment in Hong Kong-based issuers,and if wewere to be subject to such oversight and control,it may limit or completely hinder our ability to offer orcontinue to offer securities to investors and cause the value of our securities to significantly decline or b

179、eworthless.See“Risk Factors Risks Related to Doing Business in the Jurisdiction in which ourSubsidiaries Operate The PRC government may intervene or influence the Hong Kong operations of anoffshore holding company,such as our subsidiaries,at any time,which could result in a material changein our sub

180、sidiaries operations and/or the value of our Ordinary Shares.If the PRC government exertsmore oversight and control over offerings that are conducted overseas and/or foreign investment in HongKong-based issuers and we were to be subject to such oversight and control,it may limit or completelyhinder

181、our ability to offer or continue to offer securities to investors and cause the value of our securities tosignificantly decline or be worthless”on page 18;We and our subsidiaries face uncertainties arising from the possible revision regarding the interpretationand implementation of current and any f

182、uture PRC laws and regulations related to part of our subsidiariesbusiness operation.The laws,regulations,and legal requirements and their enforcement in MainlandChina are quickly evolving and may be revised from time to time with little advance notice.If these laws,52024/11/26 17:34sec.gov/Archives

183、/edgar/data/1987363/000114036124047668/ny20017183x6_f1.htmhttps:/www.sec.gov/Archives/edgar/data/1987363/000114036124047668/ny20017183x6_f1.htm15/206TABLE OF CONTENTSregulations,rules and guidelines are deemed to be applicable to us and our subsidiaries,we cannot assureyou that we and our subsidiari

184、es will be able to comply with them in all respects,and we and oursubsidiaries may be ordered to rectify and terminate any actions that are deemed to be illegal by the PRCgovernmental authorities and may become subject to fines and other government sanctions,which maymaterially and adversely affect

185、the business of our subsidiaries in Hong Kong,and our financial conditionand results of operations.See“Risk Factors Risks Related to Doing Business in the Jurisdiction inwhich our Subsidiaries Operate We and our subsidiaries face uncertainties arising from the possiblerevision regarding the interpre

186、tation and implementation of current and any future PRC laws andregulations related to part of our subsidiaries business operation”on page 21;If we and our subsidiaries were to be required to comply with cybersecurity,data privacy,data protection,or any other PRC laws and regulations related thereto

187、 and we and our subsidiaries are unable to complywith such PRC laws and regulations,our financial condition,and results of operations may be materiallyand adversely affected.See“Risk Factors Risks Related to Doing Business in the Jurisdiction in whichour Subsidiaries Operate If we and our subsidiari

188、es were to be required to comply with cybersecurity,data privacy,data protection,or any other PRC laws and regulations related thereto and we and oursubsidiaries are unable to comply with such PRC laws and regulations,our financial condition,and resultsof operations may be materially and adversely a

189、ffected”on page 21;If we were to be required to obtain any permission or approval from or complete any filing procedureswith the CSRC,the CAC,or other PRC governmental authorities in connection with this offering underthe PRC laws,we may be fined or subject to other sanctions.See“Risk Factors Risks

190、Related to DoingBusiness in the Jurisdiction in which our Subsidiaries Operate If we were to be required to obtain anypermission or approval from or complete any filing procedures with the CSRC,the CAC,or otherPRC governmental authorities in connection with this offering under the PRC laws,we may be

191、 fined orsubject to other sanctions”on page 23;The enactment of the Law of the Peoples Republic of China on Safeguarding National Security in theHong Kong Special Administrative Region could impact our Hong Kong subsidiaries,which representsubstantially all of our business.See“Risk Factors Risks Rel

192、ated to Doing Business in the Jurisdictionin which our Subsidiaries Operate The enactment of the Law of the Peoples Republic of China onSafeguarding National Security in the Hong Kong Special Administrative Region(the“Hong KongNational Security Law”)could impact our Hong Kong subsidiaries,which repr

193、esent substantially all ofour business”on page 24;andThere are political risks associated with conducting business in Hong Kong.See“Risk Factors RisksRelated to Doing Business in the Jurisdiction in which our Subsidiaries Operate There are politicalrisks associated with conducting business in Hong K

194、ong”on page 25.Risks Related to Our Subsidiaries Business and IndustryWe are also subject to risks related to our subsidiaries business and industry,including without limitation,thefollowing:Our historical growth rates may not be indicative of our future growth.See“Risk Factors Risks Relatedto Our S

195、ubsidiaries Business and Industry Our historical growth rates may not be indicative of ourfuture growth”on page 25;Our subsidiaries limited operating history with regards to software licensing and related support servicesmay not provide an adequate basis to judge our future prospects and results of

196、operations.See“RiskFactors Risks Related to Our Subsidiaries Business and Industry Our subsidiaries limited operatinghistory with regards to software licensing and related support services may not provide an adequate basisto judge our future prospects and results of operations”on page 26;WSI is subj

197、ect to extensive and evolving regulatory requirements in Hong Kong,non-compliance withwhich,may result in penalties,limitations and prohibitions on its future business activities or suspensionor revocation of its licenses and trading rights,and consequently may materially and adversely affect thebus

198、iness of WSI and our financial condition,operations and prospects.See“Risk Factors Risks Relatedto Our Subsidiaries Business and Industry WSI is subject to extensive and evolving regulatory62024/11/26 17:34sec.gov/Archives/edgar/data/1987363/000114036124047668/ny20017183x6_f1.htmhttps:/www.sec.gov/A

199、rchives/edgar/data/1987363/000114036124047668/ny20017183x6_f1.htm16/206TABLE OF CONTENTSrequirements in Hong Kong,non-compliance with which,may result in penalties,limitations andprohibitions on its future business activities or suspension or revocation of its licenses and trading rights,and consequ

200、ently may materially and adversely affect the business of WSI and our financial condition,operations and prospects”on page 27;WSI may be subject to disciplinary actions of the HKSFC as a result of contraventions of regulations byWSIs substantial shareholders.See“Risk Factors Risks Related to Our Sub

201、sidiaries Business andIndustry WSI may be subject to disciplinary actions of the HKSFC as a result of contraventions ofregulations by WSIs substantial shareholders”on page 28;We derived a substantial portion of revenue from a small number of key customers.See“Risk Factors Risks Related to Our Subsid

202、iaries Business and Industry We derived a substantial portion of revenuefrom a small number of key customers”on page 28;We derived a substantial portion of revenue from WGI,a single related party customer.See“Risk Factors Risks Related to Our Subsidiaries Business and Industry We derived a substanti

203、al portion ofrevenue from WGI,a single related party customer”on page 28;WSI and WTI are dependent on a single related party supplier,Shenzhen Jinhui Technology Co.,Ltd.,aninformation technology company and a related party controlled by Mr.Zhou Kai,our Chairman of theBoard,Director,Chief Technology

204、Officer and shareholder,for providing software licensing and otherrelated support services.See“Risk Factors Risks Related to Our Subsidiaries Business and Industry WSI and WTI are dependent on a single related party supplier,Shenzhen Jinhui Technology Co.,Ltd.,aninformation technology company and a

205、related party controlled by Mr.Zhou Kai,our Chairman of theBoard,Director,Chief Technology Officer and shareholder,for providing software licensing and otherrelated support services”on page 29;WSIs activities may be deemed as provision of securities brokerage services in Mainland China,and thusmay s

206、ubject WSI to rectifications.See“Risk Factors Risks Related to Our Subsidiaries Business andIndustry WSIs activities may be deemed as provision of securities brokerage services in MainlandChina,and thus may subject WSI to rectifications”on page 29;WSI faces risks related to the know-your-customer,or

207、 KYC,procedures when WSIs customers provideoutdated,inaccurate,false or misleading information.See“Risk Factors Risks Related to OurSubsidiaries Business and Industry WSI faces risks related to the know-your-customer,or KYC,procedures when WSIs customers provide outdated,inaccurate,false or misleadi

208、ng information”on page30;WSIs customers may engage in fraudulent or illegal activities.See“Risk Factors Risks Related to OurSubsidiaries Business and Industry WSIs customers may engage in fraudulent or illegal activities”onpage 30;Non-compliance with applicable regulations and illegal activities on

209、the part of third parties with whichour subsidiaries conduct business could disrupt our subsidiaries business and adversely affect our resultsof operations.See“Risk Factors Risks Related to Our Subsidiaries Business and Industry Non-compliance with applicable regulations and illegal activities on th

210、e part of third parties with which oursubsidiaries conduct business could disrupt our subsidiaries business and adversely affect our results ofoperations”on page 31;The impairment or negative performance of other participants in the financial services industry couldadversely affect us.See“Risk Facto

211、rs Risks Related to Our Subsidiaries Business and Industry Theimpairment or negative performance of other participants in the financial services industry could adverselyaffect us”on page 31;Any failure to ensure and protect the confidentiality of the personal data of our subsidiaries customerscould

212、lead to legal liability,adversely affect our reputation and have a material adverse effect on oursubsidiaries business and our financial condition or results of operations.See“Risk Factors Risks72024/11/26 17:34sec.gov/Archives/edgar/data/1987363/000114036124047668/ny20017183x6_f1.htmhttps:/www.sec.

213、gov/Archives/edgar/data/1987363/000114036124047668/ny20017183x6_f1.htm17/206TABLE OF CONTENTSRelated to Our Subsidiaries Business and Industry Any failure to ensure and protect the confidentialityof the personal data of our subsidiaries customers could lead to legal liability,adversely affect ourrep

214、utation and have a material adverse effect on our subsidiaries business and our financial condition orresults of operations”on page 32;Any failure to comply with applicable anti-money laundering laws and regulations by us or in oursubsidiaries business could damage our reputation.See“Risk Factors Ri

215、sks Related to OurSubsidiaries Business and Industry Any failure to comply with applicable anti-money laundering lawsand regulations by us or in our subsidiaries business could damage our reputation”on page 32;Our subsidiaries risk management policies and procedures may not be fully effective in ide

216、ntifying ormitigating risk exposure in all market environments or against all types of risk,including employeemisconduct.See“Risk Factors Risks Related to Our Subsidiaries Business and Industry Oursubsidiaries risk management policies and procedures may not be fully effective in identifying ormitiga

217、ting risk exposure in all market environments or against all types of risk,including employeemisconduct”on page 32;If our subsidiaries fail to respond in a timely and cost-effective manner to the needs of their customers orif our subsidiaries new service offerings do not achieve sufficient market ac

218、ceptance,the business of oursubsidiaries,and our results of operations may be materially and adversely affected.See“Risk Factors Risks Related to Our Subsidiaries Business and Industry If our subsidiaries fail to respond in a timelyand cost-effective manner to the needs of their customers or if our

219、subsidiaries new service offerings donot achieve sufficient market acceptance,the business of our subsidiaries,and our results of operationsmay be materially and adversely affected”on page 33;Unexpected network interruptions,security breaches or computer virus attacks and failures in ourinformation

220、technology systems could have a material adverse effect on the business of our subsidiaries,and our financial condition and results of operations.See“Risk Factors Risks Related to OurSubsidiaries Business and Industry Unexpected network interruptions,security breaches or computervirus attacks and fa

221、ilures in our information technology systems could have a material adverse effect onthe business of our subsidiaries,and our financial condition and results of operations”on page 34;Failure or poor performance of third-party software,infrastructure or systems on which our subsidiariesrely could adve

222、rsely affect the business of our subsidiaries.See“Risk Factors Risks Related to OurSubsidiaries Business and Industry Failure or poor performance of third-party software,infrastructureor systems on which our subsidiaries rely could adversely affect the business of our subsidiaries”on page34;Our subs

223、idiaries rely on a number of external service providers for certain key market information anddata,technology,processing and supporting functions.See“Risk Factors Risks Related to OurSubsidiaries Business and Industry Our subsidiaries rely on a number of external service providers forcertain key mar

224、ket information and data,technology,processing and supporting functions”on page 35;If major mobile application distribution channels change their standard terms and conditions in a mannerthat is detrimental to WSI,or terminate their existing relationship with WSI,WSIs business,and ourfinancial condi

225、tion and results of operations may be materially and adversely affected.See“RiskFactors Risks Related to Our Subsidiaries Business and Industry If major mobile applicationdistribution channels change their standard terms and conditions in a manner that is detrimental to WSI,orterminate their existin

226、g relationship with WSI,WSIs business,and our financial condition and results ofoperations may be materially and adversely affected”on page 35;WSI may fail to obtain and maintain licenses and permits necessary to conduct its operations in HongKong,and WSIs business may be materially and adversely af

227、fected as a result of any changes in the lawsand regulations governing the financial services industry in Hong Kong.See“Risk Factors RisksRelated to Our Subsidiaries Business and Industry WSI may fail to obtain and maintain licenses andpermits necessary to conduct its operations in Hong Kong,and WSI

228、s business may be materially andadversely affected as a result of any changes in the laws and regulations governing the financial servicesindustry in Hong Kong”on page 36;82024/11/26 17:34sec.gov/Archives/edgar/data/1987363/000114036124047668/ny20017183x6_f1.htmhttps:/www.sec.gov/Archives/edgar/data

229、/1987363/000114036124047668/ny20017183x6_f1.htm18/206TABLE OF CONTENTSOur shareholders who are PRC residents may not comply with the PRCs regulations relating to offshoreinvestment activities by PRC residents,and as a result,such shareholders may be subject to penalties.See“Risk Factors Risks Relate

230、d to Our Subsidiaries Business and Industry Our shareholders who arePRC residents may not comply with the PRCs regulations relating to offshore investment activities byPRC residents,and as a result,any such shareholder may be subject to penalties if he or she is not able toremediate the non-complian

231、ce”on page 37;If WSI is to provide asset management services in the future,poor performance of the funds that WSImanages or a decline in the value of the underlying assets to WSIs funds would cause a decline in ourrevenues,income and cash flow,and could adversely affect WSIs ability to raise capital

232、 for futureinvestment funds.See“Risk Factors Risks Related to Our Subsidiaries Business and Industry IfWSI is to provide asset management services in the future,poor performance of the funds that WSImanages or a decline in the value of the underlying assets to WSIs funds would cause a decline in our

233、revenues,income and cash flow,and could adversely affect WSIs ability to raise capital for futureinvestment funds”on page 39;If we are deemed to be an“investment company”under the Investment Company Act of 1940,asamended,applicable restrictions could make it impractical for WSI to continue its busin

234、ess ascontemplated and could have a material adverse impact on WSIs business and operations,and ourfinancial condition.See“Risk Factors Risks Related to Our Subsidiaries Business and Industry Ifwe are deemed to be an“investment company”under the Investment Company Act of 1940,as amended(“1940 Act”),

235、applicable restrictions could make it impractical for WSI to continue its business ascontemplated and could have a material adverse impact on WSIs business and operations,and ourfinancial condition”on page 40;If we are deemed to be an“investment adviser”subject to registration and regulation under t

236、he InvestmentAdvisers Act of 1940,as amended,applicable restrictions could make it more difficult for us to continueour subsidiaries business and could have a material adverse impact on our subsidiaries business andoperations,and our financial condition.See“Risk Factors Risks Related to Our Subsidia

237、ries Businessand Industry If we are deemed to be an“investment adviser”subject to registration and regulationunder the Investment Advisers Act of 1940,as amended(“Advisers Act”),applicable restrictions couldmake it more difficult for us to continue our subsidiaries business and could have a material

238、 adverseimpact on our subsidiaries business and operations,and our financial condition”on page 40;Any harm to our subsidiaries reputation or failure to enhance our subsidiaries brand recognition maymaterially and adversely affect the business of our subsidiaries,and our financial condition and resul

239、ts ofoperations.See“Risk Factors Risks Related to Our Subsidiaries Business and Industry Any harm toour subsidiaries reputation or failure to enhance our subsidiaries brand recognition may materially andadversely affect the business of our subsidiaries,and our financial condition and results of oper

240、ations”onpage 41;We and our subsidiaries may be subject to litigation,arbitration or other legal proceeding risks.See“RiskFactors Risks Related to Our Subsidiaries Business and Industry We and our subsidiaries may besubject to litigation,arbitration or other legal proceeding risks”on page 41;We may

241、not be able to obtain additional capital when desired,on favorable terms or at all.See“RiskFactors Risks Related to Our Subsidiaries Business and Industry We may not be able to obtainadditional capital when desired,on favorable terms or at all”on page 41;Our results of operations are subject to fluc

242、tuations in the exchange rate between the U.S.dollar and theHong Kong dollar.See“Risk Factors Risks Related to Our Subsidiaries Business and Industry Ourresults of operations are subject to fluctuations in the exchange rate between the U.S.dollar and the HongKong dollar”on page 42;We and our subsidi

243、aries may not be able to prevent others from unauthorized use of our intellectualproperty,which could harm the business of our subsidiaries and their competitive position.See“RiskFactors Risks Related to Our Subsidiaries Business and Industry We and our subsidiaries may notbe able to prevent others

244、from unauthorized use of our intellectual property,which could harm thebusiness of our subsidiaries and their competitive position”on page 42;92024/11/26 17:34sec.gov/Archives/edgar/data/1987363/000114036124047668/ny20017183x6_f1.htmhttps:/www.sec.gov/Archives/edgar/data/1987363/000114036124047668/n

245、y20017183x6_f1.htm19/206TABLE OF CONTENTSWe and our subsidiaries may be subject to intellectual property infringement claims,which may beexpensive to defend and may disrupt the business and operations of our subsidiaries.See“Risk Factors Risks Related to Our Subsidiaries Business and Industry We and

246、 our subsidiaries may be subject tointellectual property infringement claims,which may be expensive to defend and may disrupt the businessand operations of our subsidiaries”on page 43;WSI faces significant competition in the fintech services industry,and WSI is unable to competeeffectively,WSI may l

247、ose its market share and our results of operations and financial condition may bematerially and adversely affected.See“Risk Factors Risks Related to Our Subsidiaries Business andIndustry WSI faces significant competition in the fintech services industry,and WSI is unable tocompete effectively,WSI ma

248、y lose its market share and our results of operations and financial conditionmay be materially and adversely affected”on page 43;If WSI is unable to retain existing customers or attract new customers to increase its trading volume,or ifWSI fails to offer services to address the needs of customers as

249、 they evolve,our results of operations maybe materially and adversely affected.See“Risk Factors Risks Related to Our Subsidiaries Businessand Industry If WSI is unable to retain existing customers or attract new customers to increase itstrading volume,or if WSI fails to offer services to address the

250、 needs of customers as they evolve,ourresults of operations may be materially and adversely affected”on page 44;Because our revenues and profitability depend largely on customers trading volume,they are prone tosignificant fluctuations and are difficult to predict.See“Risk Factors Risks Related to O

251、urSubsidiaries Business and Industry Because our revenues and profitability depend largely oncustomers trading volume,they are prone to significant fluctuations and are difficult to predict”on page45;Our success depends on the continuing service of our and our subsidiaries key employees,including ou

252、rsenior management members and other talents.See“Risk Factors Risks Related to Our SubsidiariesBusiness and Industry Our success depends on the continuing service of our and our subsidiaries keyemployees,including our senior management members and other talents”on page 45;Increases in labor costs in

253、 Hong Kong may adversely affect the business of our subsidiaries in Hong Kongand our results of operations.See“Risk Factors Risks Related to Our Subsidiaries Business andIndustry Increases in labor costs in Hong Kong may adversely affect the business of our subsidiaries inHong Kong and our results o

254、f operations”on page 46;If our subsidiaries insurance coverage is insufficient,our subsidiaries may be subject to significant costsand business disruption.See“Risk Factors Risks Related to Our Subsidiaries Business and Industry If our subsidiaries insurance coverage is insufficient,our subsidiaries

255、may be subject to significant costsand business disruption”on page 46;Any lack of effective internal controls over financial reporting may affect our ability to accurately reportour financial results or prevent fraud which may affect the market for and price of the Ordinary Share.See“Risk Factors Ri

256、sks Related to Our Subsidiaries Business and Industry Any lack of effectiveinternal controls over financial reporting may affect our ability to accurately report our financial results orprevent fraud which may affect the market for and price of the Ordinary Share”on page 46;andAn outbreak of the COV

257、ID-19,natural disasters and other calamities could have a material adverse impacton our operating results and financial condition.See“Risk Factors Risks Related to Our SubsidiariesBusiness and Industry An outbreak of the COVID-19,natural disasters and other calamities could havea material adverse im

258、pact on our operating results and financial condition”on page 47.Risks Related to Our Ordinary Shares and This OfferingWe are also subject to risks related to our ordinary shares and this offering,including without limitation,thefollowing:We rely on dividends and other distributions on equity paid b

259、y our subsidiaries to fund any cash andfinancing requirements we may have,and any limitation on the ability of our subsidiaries to makepayments may restrict our ability to finance our cash requirements,service debt or make dividend or otherdistributions to our shareholders.See“Risk Factors Risks Rel

260、ated to Our Ordinary Shares and This102024/11/26 17:34sec.gov/Archives/edgar/data/1987363/000114036124047668/ny20017183x6_f1.htmhttps:/www.sec.gov/Archives/edgar/data/1987363/000114036124047668/ny20017183x6_f1.htm20/206TABLE OF CONTENTSOffering We rely on dividends and other distributions on equity

261、paid by our subsidiaries to fund anycash and financing requirements we may have,and any limitation on the ability of our subsidiaries tomake payments may restrict our ability to finance our cash requirements,service debt or make dividend orother distributions to our shareholders”on page 48;Our share

262、holder has substantial influence over our Company and his interests may not be aligned with theinterests of our other shareholders.See“Risk Factors Risks Related to Our Ordinary Shares and ThisOffering Our shareholder has substantial influence over our Company and his interests may not bealigned wit

263、h the interests of our other shareholders”on page 48;As a foreign private issuer,we are permitted to,and we will,rely on exemptions from certain Nasdaqcorporate governance standards applicable to domestic U.S.issuers.This may afford less protection toholders of our Ordinary Shares.See“Risk Factors R

264、isks Related to Our Ordinary Shares and ThisOffering As a foreign private issuer,we are permitted to,and we will,rely on exemptions from certainNasdaq corporate governance standards applicable to domestic U.S.issuers.This may afford lessprotection to holders of our Ordinary Shares”on page 49;Althoug

265、h as a foreign private issuer we are exempt from certain corporate governance standardsapplicable to U.S.issuers,if we cannot satisfy,or continue to satisfy,the initial listing requirements andother rules of Nasdaq,our securities may be delisted,which could negatively impact the price of oursecuriti

266、es and your ability to sell them.See“Risk Factors Risks Related to Our Ordinary Shares andThis Offering Although as a foreign private issuer we are exempt from certain corporate governancestandards applicable to U.S.issuers,if we cannot satisfy,or continue to satisfy,the initial listingrequirements

267、and other rules of Nasdaq,our securities may be delisted,which could negatively impact theprice of our securities and your ability to sell them”on page 49;If we cease to qualify as a foreign private issuer,we would be required to comply fully with the reportingrequirements of the Exchange Act applic

268、able to U.S.domestic issuers,and we would incur significantadditional legal,accounting and other expenses that we would not incur as a foreign private issuer.See“Risk Factors Risks Related to Our Ordinary Shares and This Offering If we cease to qualify asa foreign private issuer,we would be required

269、 to comply fully with the reporting requirements of theExchange Act applicable to U.S.domestic issuers,and we would incur significant additional legal,accounting and other expenses that we would not incur as a foreign private issuer”on page 50;You may incur additional costs and procedural obstacles

270、in effecting service of legal process,enforcingforeign judgments or bringing actions in Hong Kong against us or our management named in theprospectus based on Hong Kong laws.See“Risk Factors Risks Related to Our Ordinary Shares andThis Offering You may incur additional costs and procedural obstacles

271、 in effecting service of legalprocess,enforcing foreign judgments or bringing actions in Hong Kong against us or our managementnamed in the prospectus based on Hong Kong laws”on page 50;We are an“emerging growth company”within the meaning of the Securities Act,and if we take advantageof certain exem

272、ptions from disclosure requirements available to emerging growth companies,this couldmake it more difficult to compare our performance with other public companies.See“Risk Factors Risks Related to Our Ordinary Shares and This Offering We are an“emerging growth company”withinthe meaning of the Securi

273、ties Act,and if we take advantage of certain exemptions from disclosurerequirements available to emerging growth companies,this could make it more difficult to compare ourperformance with other public companies”on page 50;As an“emerging growth company”under applicable law,we will be subject to lesse

274、ned disclosurerequirements.Such reduced disclosure may make our Ordinary Shares less attractive to investors.See“Risk Factors Risks Related to Our Ordinary Shares and This Offering As an“emerging growthcompany”under applicable law,we will be subject to lessened disclosure requirements.Such reduceddi

275、sclosure may make our Ordinary Shares less attractive to investors”on page 50;We will incur increased costs as a result of being a public company,particularly after we cease to qualifyas an“emerging growth company.See“Risk Factors Risks Related to Our Ordinary Shares and ThisOffering We will incur i

276、ncreased costs as a result of being a public company,particularly after we ceaseto qualify as an“emerging growth company”on page 51;112024/11/26 17:34sec.gov/Archives/edgar/data/1987363/000114036124047668/ny20017183x6_f1.htmhttps:/www.sec.gov/Archives/edgar/data/1987363/000114036124047668/ny20017183

277、x6_f1.htm21/206TABLE OF CONTENTSSince we are a“controlled company”within the meaning of the Nasdaq listing rules,we may followcertain exemptions from certain corporate governance requirements that could adversely affect our publicshareholders.See“Risk Factors Risks Related to Our Ordinary Shares and

278、 This Offering Since weare a“controlled company”within the meaning of the Nasdaq listing rules,we may follow certainexemptions from certain corporate governance requirements that could adversely affect our publicshareholders”on page 51;Anti-takeover provisions in our memorandum and articles of assoc

279、iation may discourage,delay or preventa change in control.See“Risk Factors Risks Related to Our Ordinary Shares and This Offering Anti-takeover provisions in our memorandum and articles of association may discourage,delay or preventa change in control”on page 51;The exclusive jurisdiction provision

280、in our articles of association may limit our shareholders ability toobtain a favorable judicial forum for disputes with us or our directors,officers,or employees.See“RiskFactors Risks Related to Our Ordinary Shares and This Offering The exclusive jurisdictionprovision in our articles of association

281、may limit our shareholders ability to obtain a favorable judicialforum for disputes with us or our directors,officers,or employees”on page 52;There has been no public market for our Ordinary Shares prior to this offering,and if an active tradingmarket does not develop you may not be able to resell o

282、ur Ordinary Shares at or above the price you paid,or at all.See“Risk Factors Risks Related to Our Ordinary Shares and This Offering There has beenno public market for our Ordinary Shares prior to this offering,and if an active trading market does notdevelop you may not be able to resell our Ordinary

283、 Shares at or above the price you paid,or at all”onpage 52;Nasdaq may apply additional and more stringent criteria for our initial and continued listing because weplan to have a small public offering and insiders will hold a large portion of the Companys listedsecurities.See“Risk Factors Risks Relat

284、ed to Our Ordinary Shares and This Offering Nasdaq mayapply additional and more stringent criteria for our initial and continued listing because we plan to have asmall public offering and insiders will hold a large portion of the Companys listed securities”on page 53;Our Ordinary Shares may be delis

285、ted or prohibited from being traded over-the-counter under the HFCAAif the PCAOB is unable to inspect or investigate completely the Companys auditor for two consecutiveyears.See“Risk Factors Risks Related to Our Ordinary Shares and This Offering Our OrdinaryShares may be delisted or prohibited from

286、being traded over-the-counter under the HFCAA if the PCAOBis unable to inspect or investigate completely the Companys auditor for two consecutive years”onpage 53;Our Ordinary Shares may be thinly traded and you may be unable to sell at or near ask prices or at all ifyou need to sell your shares to r

287、aise money or otherwise desire to liquidate your shares.See“RiskFactors Risks Related to Our Ordinary Shares and This Offering Our Ordinary Shares may be thinlytraded and you may be unable to sell at or near ask prices or at all if you need to sell your shares to raisemoney or otherwise desire to li

288、quidate your shares”on page 55;The initial public offering price for our Ordinary Shares may not be indicative of prices that will prevail inthe trading market and such market prices may be volatile.See“Risk Factors Risks Related to OurOrdinary Shares and This Offering The initial public offering pr

289、ice for our Ordinary Shares may not beindicative of prices that will prevail in the trading market and such market prices may be volatile”onpage 55;You will experience immediate and substantial dilution in the net tangible book value of Ordinary Sharespurchased.See“Risk Factors Risks Related to Our

290、Ordinary Shares and This Offering You willexperience immediate and substantial dilution in the net tangible book value of Ordinary Sharespurchased”on page 55;Substantial future sales of our Ordinary Shares or the anticipation of future sales of our Ordinary Shares inthe public market could cause the

291、 price of our Ordinary Shares to decline.See“Risk Factors RisksRelated to Our Ordinary Shares and This Offering Substantial future sales of our Ordinary Shares orthe anticipation of future sales of our Ordinary Shares in the public market could cause the price of ourOrdinary Shares to decline”on pag

292、e 55;122024/11/26 17:34sec.gov/Archives/edgar/data/1987363/000114036124047668/ny20017183x6_f1.htmhttps:/www.sec.gov/Archives/edgar/data/1987363/000114036124047668/ny20017183x6_f1.htm22/206TABLE OF CONTENTSBecause the amount,timing,and whether or not we distribute dividends at all is entirely at the

293、discretionof our board of directors,you must rely on price appreciation of our Ordinary Shares for return on yourinvestment.See“Risk Factors Risks Related to Our Ordinary Shares and This Offering Because theamount,timing,and whether or not we distribute dividends at all is entirely at the discretion

294、 of our boardof directors,you must rely on price appreciation of our Ordinary Shares for return on your investment”onpage 56;If securities or industry analysts do not publish research or reports about us or the business of oursubsidiaries,or if they publish a negative report regarding our Ordinary S

295、hares,the price of our OrdinaryShares and trading volume could decline.See“Risk Factors Risks Related to Our Ordinary Shares andThis Offering If securities or industry analysts do not publish research or reports about us or thebusiness of our subsidiaries,or if they publish a negative report regardi

296、ng our Ordinary Shares,the priceof our Ordinary Shares and trading volume could decline”on page 56;Volatility in our Ordinary Shares price may subject us to securities litigation.See“Risk Factors RisksRelated to Our Ordinary Shares and This Offering Volatility in our Ordinary Shares price may subjec

297、tus to securities litigation”on page 56;We have broad discretion in the use of the net proceeds from this offering and may not use themeffectively.See“Risk Factors Risks Related to Our Ordinary Shares and This Offering We havebroad discretion in the use of the net proceeds from this offering and may

298、 not use them effectively”onpage 56;The laws of the British Virgin Islands may not provide our shareholders with benefits comparable to thoseprovided to shareholders of corporations incorporated in the United States.See“Risk Factors RisksRelated to Our Ordinary Shares and This Offering The laws of t

299、he British Virgin Islands may notprovide our shareholders with benefits comparable to those provided to shareholders of corporationsincorporated in the United States”on page 56;British Virgin Islands companies may not be able to initiate shareholder derivative actions,therebydepriving shareholders o

300、f the ability to protect their interests.See“Risk Factors Risks Related to OurOrdinary Shares and This Offering British Virgin Islands companies may not be able to initiateshareholder derivative actions,thereby depriving shareholders of the ability to protect their interests”onpage 57;If we are clas

301、sified as a passive foreign investment company,U.S.taxpayers who own our OrdinaryShares may have adverse U.S.federal income tax consequences.See“Risk Factors Risks Related toOur Ordinary Shares and This Offering If we are classified as a passive foreign investment company,U.S.taxpayers who own our O

302、rdinary Shares may have adverse U.S.federal income tax consequences”onpage 57;andThe price of our Ordinary Shares could be subject to rapid and substantial volatility.See“Risk Factors Risks Related to Our Ordinary Shares and This Offering The price of our Ordinary Shares could besubject to rapid and

303、 substantial volatility”on page 57.Transfers of Cash to and from Our SubsidiariesWaton Financial Limited is a holding company with no operations of its own.It conducts its operations in HongKong through its subsidiaries.As a holding company,Waton Financial Limited may rely on dividends or paymentsto

304、 be paid by its subsidiaries to fund its cash and financing requirements,including for the provision of fundsnecessary to pay dividends and other cash distributions to our shareholders and U.S.investors,and to service anydebt we may incur and to pay our operating expenses.If our subsidiaries incur d

305、ebt on their own behalf in the future,the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us.Waton Financial Limited is permitted under the laws of BVI to provide funding to its subsidiaries through loansor capital contributions without restric

306、tions on the amount of the funds,subject to complying with applicable laws(including with respect to economic substance).Our subsidiaries are also permitted under the laws of Hong Kong toprovide funding to Waton Financial Limited,through dividend distributions or payments,without restrictions on the

307、amount of the funds.There are no restrictions or limitations on our ability to distribute earnings by dividends from our subsidiaries,and our shareholders and U.S.investors,provided that the entity remains solvent after such distribution.Subject to132024/11/26 17:34sec.gov/Archives/edgar/data/198736

308、3/000114036124047668/ny20017183x6_f1.htmhttps:/www.sec.gov/Archives/edgar/data/1987363/000114036124047668/ny20017183x6_f1.htm23/206TABLE OF CONTENTSthe BVI Companies Act and our memorandum and articles of association,our board of directors may authorize anddeclare a dividend to shareholders at such

309、time and of such an amount as they think fit if they are satisfied,onreasonable grounds,that immediately following the dividend payment,the value of our assets will exceed ourliabilities and we will be able to pay our debts as they become due.According to the Companies Ordinance of HongKong,a Hong K

310、ong company may only make a distribution out of profits available for distribution.Other than theabove,we did not adopt or maintain any cash management policies and procedures as of the date of this prospectus.There is no further BVI or Hong Kong statutory restriction on the amount of funds which ma

311、y be distributed by usby dividend payments.Under the current practice of the Inland Revenue Department of Hong Kong,no tax is payable in Hong Kongin respect of dividends paid by us.See“Regulations Regulations related to Hong Kong taxation”.As of the date of this prospectus,there are no restrictions

312、or limitations under the laws of Hong Kong imposedon the conversion of HK$into foreign currencies and the remittance of currencies out of Hong Kong or acrossborders and to U.S.investors.The PRC laws and regulations do not currently have any material impact on transferof cash from Waton Financial Lim

313、ited to our subsidiaries nor from our subsidiaries to Waton Financial Limited,ourshareholders or U.S.investors.However,there is no assurance that any of the above will remain the same.Anylimitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on oura

314、bility to conduct our business and might materially decrease the value of our Ordinary Shares or cause them to beworthless.Currently,all of our operations are in Hong Kong through our subsidiaries.We do not have or intend toset up any subsidiaries or enter into any contractual arrangements to establ

315、ish a variable interest entity,or VIE,structure with any entity in Mainland China.WSI acquired a 55%interest in LeFeng Hainan Private Equity FundManagement Limited(“LeFeng”)in February 2024,a limited liability company established in the PRC,whichcompany is not our subsidiary,and subsequently,WSI div

316、ested its entire 55%interest in LeFeng in October 2024.LeFeng has not commenced operations since its incorporation in February 2024 and up to the date of thisprospectus.Please see“Corporate History and Structure”for details.Since Hong Kong is a special administrativeregion of the PRC and the basic p

317、olicies of the PRC regarding Hong Kong are reflected in the Basic Law of theHong Kong Special Administrative Region of the Peoples Republic of China,or the Basic Law,providing HongKong with a high degree of autonomy and executive,legislative and independent judicial powers,including that offinal adj

318、udication under the principle of“one country,two systems”.The PRC laws and regulations do not currentlyhave any material impact on transfer of cash from Waton Financial Limited to our subsidiaries or from oursubsidiaries to Waton Financial Limited and the investors in the U.S.However,there is no ass

319、urance that any of theabove will remain the same.If any of the above changes in the future,the ability of our subsidiaries to makepayments may be restricted and our ability to finance our cash requirements,service debt or make dividend or otherdistributions to our shareholders may be adversely affec

320、ted.Such restrictions and limitations,if imposed in thefuture,may delay or hinder the expansion of our business to outside of Hong Kong and may affect our ability toreceive funds from our subsidiaries in Hong Kong.The promulgation of new laws or regulations,or the newinterpretation of existing laws

321、and regulations,in each case,that restrict or otherwise unfavorably impact the abilityor the way we or our subsidiaries conduct business,could require us to change certain aspects of our business toensure compliance,which could decrease demand for our services,reduce revenues,increase costs,require

322、us toobtain more licenses,permits,approvals or certificates,or subject us to additional liabilities.To the extent any newor more stringent measures are required to be implemented,our and our subsidiaries business,financial conditionand results of operations could be adversely affected and such measu

323、res could materially decrease the value of ourOrdinary Shares,potentially rendering it worthless.We have never declared or paid any cash dividends on our Ordinary Shares.We do not have any present plan topay any cash dividends on our Ordinary Shares in the foreseeable future after this offering.We c

324、urrently intend toretain most,if not all,of our available funds and any future earnings to support operations and to finance the growthand development of our business.Any future determination related to our dividend policy will be made at thediscretion of our board of directors after considering our

325、 financial condition,results of operations,capitalrequirements,contractual requirements,business prospects and other factors the board of directors deems relevant,and subject to the restrictions contained in any future financing instruments.As of the date of this prospectus,we do not presently plan

326、to pay any dividends out of our retained earningsafter listing our Ordinary Shares on NASDAQ.See“Risk Factors Risks Related to Our Ordinary Shares and This Offering We rely on dividends andother distributions on equity paid by our subsidiaries to fund any cash and financing requirements we may have,

327、andany142024/11/26 17:34sec.gov/Archives/edgar/data/1987363/000114036124047668/ny20017183x6_f1.htmhttps:/www.sec.gov/Archives/edgar/data/1987363/000114036124047668/ny20017183x6_f1.htm24/206TABLE OF CONTENTSlimitation on the ability of our subsidiaries to make payments may restrict our ability to fin

328、ance our cashrequirements,service debt or make dividend or other distributions to our shareholders”and the audited consolidatedfinancial statements and the accompanying footnotes beginning on page F-1 of this prospectus,for moreinformation.Implications of Being an Emerging Growth CompanyWe had less

329、than$1.235 billion in annual gross revenue during our last fiscal year.As a result,we qualify as an“emerging growth company”as defined in the Jumpstart Our Business Startups Act of 2012(the“JOBS Act”)andmay take advantage of reduced public reporting requirements.These provisions include,but are not

330、limited to:being permitted to present only two years of audited financial statements and only two years of relatedManagements Discussion and Analysis of Financial Condition and Results of Operations;not being required to comply with the auditor attestation requirements in the assessment of our inter

331、nalcontrol over financial reporting;reduced disclosure regarding executive compensation in periodic reports,proxy statements andregistration statements;andexemptions from the requirements of holding a nonbinding advisory vote on executive compensation andshareholder approval of any golden parachute

332、payments not previously approved.We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversaryof the date of the first sale of the Ordinary Shares pursuant to this offering.However,if certain events occur beforethe end of such five-year period,includ

333、ing if we become a“large accelerated filer,”if our annual gross revenuesexceed$1.235 billion or if we issue more than$1.0 billion of non-convertible debt in any three-year period,we willcease to be an emerging growth company before the end of such five-year period.Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extendedtransition period provided in Se