As filed with the U.S. Securities and Exchange Commission on December 30, 2025. REGISTRATION STATEMENT UNDER Registration No. 333-291557 THE SECURITIES ACT OF 1933 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Waton Financial Limited (Exact name of Registrant as specified in its charter) AMENDMENT NO. 1 TO FORM F-1 (Primary Standard Industrial Classification Code Number) Suites 3605-06, 36th Floor, Tower 6, The Gateway, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong Tel: +852 2853 ...

Core Insights - Waton Financial Limited has launched "TradingWTF," an investment and trading app that integrates AI capabilities to enhance trading experiences [1][2][3] - The app features an autonomous AI trader that allows users to manage portfolios and replicate institutional-grade trading strategies [2][4] - The launch aligns with the growing demand for automated trading tools and aims to strengthen Waton's competitive position in the financial services industry [3][4] Company Overview - Waton Financial Limited is a holding company based in the British Virgin Islands, primarily operating through subsidiaries in Hong Kong, offering services such as securities brokerage and asset management [5] - The company emphasizes technology and customer-centric solutions to deliver innovative financial services [5] Product Features - TradingWTF utilizes the proprietary DePearl™ multi-agent architecture, enabling AI traders to analyze real-time market data and execute trades efficiently [3] - The app includes a Copy Trade feature that allows users to replicate the strategies of preferred AI traders with minimal friction [2] - Future phases of TradingWTF will introduce subscription models for stock-trend analysis and AI-driven market monitoring, aiming to create scalable recurring revenue streams [4]

Core Viewpoint - Chinese concept stocks experienced significant declines, with notable drops in several companies' stock prices, indicating potential volatility in this sector [1] Group 1: Stock Performance - Mingzhu Logistics (YGMZ) saw a dramatic drop of 82.38%, closing at 0.187, with a trading volume of 5.5968 million [1] - INNO Holdings (INHD) fell by 43.98%, ending at 0.2695, with a trading volume of 50.1026 million [1] - Tongcheng Tongmei (VSA) decreased by 22.78%, closing at 0.1454, with a trading volume of 7.2197 million [1] - Huato Financial (WTF) dropped by 20.34%, finishing at 2.820, with a trading volume of 0.8505 million [1] - Mint (MIMI) declined by 17.00%, closing at 0.4600, with a trading volume of 1.0841 million [1]

Core Insights - Waton Financial Limited has announced an expanded strategic partnership with Panda AI to explore the formation of a joint venture, enhancing their collaboration in AI-driven securities trading [1][2][3] - The partnership aims to leverage Panda AI's capabilities to improve Waton's DePearl™ core AI technology and trading agents, promoting automated trading strategies globally [1][2] - This collaboration is expected to strengthen Waton's position as a key infrastructure provider in the AI trading economy, creating new revenue opportunities and enhancing institutional client engagement [2][3] Company Overview - Waton Financial Limited operates primarily through its subsidiaries in Hong Kong, offering a range of financial services including securities brokerage, asset management, and software licensing [4] - The company emphasizes a technology-driven and customer-centric approach to deliver innovative financial solutions [4] Strategic Goals - The partnership with Panda AI reflects Waton's commitment to transforming traditional finance through AI, aiming for institutional-scale adoption of AI trading solutions [3] - The potential joint venture may expand Waton's AI product offerings, including the InfoMan investor relations agent, reinforcing its competitive edge in the fintech sector [3]

Core Viewpoint - Waton Financial Limited has announced a strategic partnership with Panda AI to launch the Global Competition for AI Agents in Securities Trading, aimed at enhancing AI capabilities and establishing a global platform for AI trading talent [1][2][3] Group 1: Partnership and Competition Overview - The partnership will allow participants to develop and deploy sophisticated AI trading agents in live markets, differing from traditional simulation-based competitions [2] - Waton will provide institutional-grade trading execution infrastructure and market access, while Panda AI will offer AI development support and multi-model framework technology [2] - The inaugural stage of the competition will launch in the Greater China region, with plans for global market expansion [2] Group 2: Strategic Goals and Vision - The collaboration aims to accelerate the identification and commercialization of advanced AI trading strategies, reinforcing Waton's competitive position as a bridge between traditional finance and AI-native trading [3] - The competition is expected to serve as a talent funnel and proof-of-concept engine for high-performing autonomous trading strategies, enhancing Waton's competitive edge in the AI finance market [3] - The partnership is anticipated to open new avenues for platform monetization and institutional client engagement, deepening Waton's AI agent capabilities [3] Group 3: Company Background - Waton Financial Limited is a holding company registered in the British Virgin Islands, primarily operating through wholly-owned subsidiaries in Hong Kong, offering comprehensive financial services including securities brokerage and asset management [4]

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on November 14, 2025. Registration No. 333-[•] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 Waton Financial Limited (Exact name of Registrant as specified in its charter) British Virgin Islands 6200 Not Applicable (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Suites 3605-06, 36th Floor, Tower 6, The Gateway, Harbour City, Ts ...

Core Insights - Waton Financial Limited has delivered a tokenized AI agent named "DeMarc" to MOG Digitech Holdings Limited, marking its first commercial implementation under the "InfoMan" initiative [1][2] - The AI agent is designed to enhance investor relations through secure data management and intelligent automation, aligning with Waton's broader AI Enterprise Optimization strategy [2][4] - The integration of DePearl™ technology within the InfoMan framework positions Waton as a key player in the financial technology and intelligent automation sectors [4][5] Company Overview - Waton Financial Limited is a holding company based in the British Virgin Islands, providing a range of financial services including securities brokerage and asset management [6] - The company emphasizes technology-driven solutions and a customer-centric approach to deliver innovative financial services [6] Partner Company Overview - MOG Digitech Holdings Limited specializes in fintech solutions, focusing on digital infrastructure and enterprise solutions for the financial and commercial sectors in Asia [7] - The company is also involved in advancing stablecoin and decentralized finance ecosystems, highlighting its commitment to blockchain innovation [7]

Core Insights - Waton Financial Limited is transitioning from a traditional securities brokerage to a financial and crypto digital asset enterprise focused on integrating artificial intelligence and financial technology [1][4] - The company aims to position itself as a leader in AI trading technology and digital asset innovation, showcasing its proprietary AI agent technology and TradingWTF app [3][4] Company Overview - Waton Financial Limited operates primarily through its subsidiaries in Hong Kong, offering services such as securities brokerage, asset management, and software licensing [5] - The company emphasizes a technology-driven and customer-centric approach to deliver innovative financial solutions [5] Leadership and Strategy - The leadership team at Waton combines expertise in innovation, strategic vision, and capital markets, which is essential for driving the company's evolution in both traditional finance and digital asset ecosystems [2] - Waton is forming transformative partnerships to enhance its growth and solidify its position as an innovator in global financial technology [2] Technological Advancements - The redesigned website highlights Waton's AI-driven trading architecture, which integrates with its digital asset ecosystem, including cryptocurrencies and tokenized assets [3] - The company has established a Crypto Advisory Board and obtained a Type 1 license for participation in virtual asset trading platforms, enhancing its digital infrastructure [3] Commitment to Innovation - Waton's updated website reflects its commitment to transparency and innovation in AI-powered investment solutions, aiming to redefine investment management through AI [4] - The company seeks to merge machine intelligence with traditional finance to deliver institutional-grade solutions that connect legacy systems with the digital asset revolution [4]

Core Insights - Waton Financial Limited has launched its proprietary AI agent core, DePearl™, aimed at creating an AI-native financial ecosystem that bridges traditional finance with digital assets [1][3] - DePearl allows users to create, train, and monetize autonomous AI traders, known as "DeTraders," within a secure blockchain framework [2][4] - The technology is designed to facilitate secure transactions and settlements, enhancing scalability, transparency, and value creation in the financial sector [3][4] Company Overview - Waton Financial Limited is a holding company based in the British Virgin Islands, primarily operating through subsidiaries in Hong Kong, offering services such as securities brokerage and asset management [5] - The company emphasizes a technology-driven and customer-centric approach to deliver innovative financial solutions [5] Technological Innovation - DePearl encapsulates the "soul" of an AI trader, enabling it to learn and evolve autonomously while functioning as a verifiable digital asset [2][3] - The integration of AI, blockchain, and digital asset management is central to Waton's strategy, aiming to redefine the financial landscape [4] Strategic Vision - The launch of DePearl is part of Waton's broader vision to create a sustainable and scalable ecosystem that empowers various stakeholders, including investors and institutions [4] - The company plans to partner with stablecoins to enhance liquidity and collateralization within its ecosystem [3]

Core Viewpoint - Waton Financial Limited is expanding into the cryptocurrency sector by forming a Crypto Advisory Board to guide its strategic initiatives and enhance its position in the digital asset ecosystem [1][2]. Group 1: Advisory Board Formation - The newly established Crypto Advisory Board will oversee all cryptocurrency initiatives, including the development of a crypto reserve and institutional-grade solutions for clients [2]. - The Advisory Board aims to maintain high standards of innovation, transparency, and compliance in digital asset operations, with plans to add more industry experts as the company's crypto strategy evolves [2][3]. Group 2: Leadership Appointment - Arben Kane has been appointed as the first member of the Advisory Board, bringing expertise from his previous roles in blockchain infrastructure and Web3 investment strategies [3]. - His experience in cryptocurrency treasury management and decentralized finance is expected to help the company unlock new revenue streams and enhance its competitive advantage in digital asset markets [3][4]. Group 3: Strategic Goals - The company aims to develop proprietary AI agent technology and establish a robust digital infrastructure to create a unique competitive advantage in the digital asset space [4]. - With the enhanced regulatory capabilities following the approval of its Type 1 license upgrade, the company is positioned to participate in virtual asset trading platforms and crypto-related offerings in Hong Kong [2][4].