Investor Presentation Feb 2025 Waton Financial Limited (Nasdaq Ticker: WTF) Technology · Finance Issuer Free Writing Prospectus dated Feb 10,2025. Filed Pursuant to Rule 433 of the Securities Act of 1933, as amended Relating to Preliminary Prospectus dated Feb 7,2025. Registration Statement No.333-283424
Page 3 | Waton Financial Limited SAFE HARBOR STATEMENT AND DISCLAIMERS This presentation has been prepared by Waton Financial Limited (collectively with its consolidated subsidiaries, the "Company,” ”we," "us," or "our") related to the public offering of the Company, which highlighted the basic information about the offering and the Company, and therefore shall be read together with the registration statement on Form F-1 (the "Registration Statement") (file No. 333-283424), as amended (including a preliminary prospectus), filed with the U.S. Securities and Exchange Commission (the "SEC“) for the offering to which this communication relates. The Registration Statement has not yet been declared effective by the SEC and may be accessed through the following web link: https://www.sec.gov/Archives/edgar/data/1987363/000114036125003577/ny20017183x8_f1a.htm. Before you invest, you should read the prospectus in that Registration Statement (including the risk factors described therein) and other documents that we have filed with the SEC for more complete information about us and this offering. You may access these documents for free by visiting EDGAR on the SEC Web site at http://www.sec.gov. Alternatively, we or any underwriter participating in the offering will arrange to send you the prospectus if you contact Cathay Securities Inc. at +1 822-939-3888. This presentation does not constitute an offer to sell or a solicitation to purchase or subscribe for any securities of the Company for sale in the United States or anywhere else. No part of this presentation shall form the basis of or be relied upon in connection with any contract or commitment whatsoever. This presentation does not contain all relevant information relating to the Company or its securities, particularly with respect to the risks and special considerations involved with an investment in the securities of the Company. Any decision to purchase the Company's securities should be made solely on the basis of the information contained in the Company's public flings and any prospectus relating to the proposed offering. Neither the SEC nor any other regulatory body has passed upon the adequacy or accuracy of this presentation. Any representation to the contrary is a criminal offense. Note: See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Investments may be speculative, illiquid and there is a risk of loss.
Page 4 | Waton Financial Limited Forward Looking Statements This presentation contains forward-looking statements that reflect our current expectations and views of future events, all of which are subject to risks and uncertainties. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by the use of words such as "approximates," "believes," "hopes," “expects," "anticipates," "estimates," "projects," "intends," "plans," "will," "would," "should," "could," "may" or other similar expressions in this presentation. These statements are likely to address our growth strategy, financial results and product and development programs. You must carefully consider any such statements and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to assumptions about our future financial and operating results, including revenue, income, expenditures, cash balances, and other financial items; our ability to execute our growth and expansion plan, including our ability to meet our goals; current and future economic and political conditions; our ability to continue to operate through the jurisdiction in which our subsidiaries operate; our capital requirements and our ability to raise any additional financing which we may require: our ability to attract customers and further enhance our brand awareness; our ability to hire and retain qualified management personnel and key employees in order to enable us to develop our business; and other assumptions described in this presentation underlying or relating to any forward-looking statements. We describe certain material risks, uncertainties and assumptions that could affect our business, including our financial condition and results of operations, under “Risk Factors“. We base our forward-looking statements on our management's beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that actual outcomes and results may, and are likely to, differ materially from what is expressed, implied, or forecast by our forward-looking statements. Accordingly, you should be careful about relying on any forward-looking statements. Except as required under the federal securities laws, we do not have any intention or obligation to update publicly any forward-looking statements after the distribution of this presentation, whether as a result of new information, future events, changes in assumptions, or otherwise. Note: See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Investments may be speculative, illiquid and there is a risk of loss.
Page 5 | Waton Financial Limited PROPOSED OFFERING SUMMARY Issuer Waton Financial Limited Listing / Ticker NASDAQ / WTF Offering Type Initial Public Offering Base Offering 5 million Ordinary Shares Over-Allotment Option 0.75 million Ordinary Shares (15% of base offering) Price $4 to $6 per share Use of Proceeds approximately 30% to enhance the functionalities and technicalities of our trading platform APP and the software licensing and related support services approximately 30% to launch our asset management business and other new business lines approximately 20% to expand our array of investments available for our customers on our trading platform APP approximately 20% for general working capital purposes Lock-up1 6 months Underwriter Note: 1 We have agreed not to, for a period of 6 months from the date of this prospectus, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, lend or otherwise dispose of, except in this offering, any of our ordinary shares or securities that are substantially similar to our ordinary shares, including but not limited to any options or warrants to purchase our ordinary shares, or any securities that are convertible into or exchangeable for, or that represent the right to receive, our ordinary shares or any such substantially similar securities (other than pursuant to employee share option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date such lock-up agreement was executed), without the prior written consent of the representative of the underwriters. Note: See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Investments may be speculative, illiquid and there is a risk of loss.
COMPANY OVERVIEW INDUSTRY OVERVIEW INVESTMENT HIGHLIGHTS GROWTH STRATEGIES FINANCIALS Page 6 | Waton Financial Limited WATON AT A GLANCE Founded 1989 Headquarters Hong Kong Client coverage 5800+ securities brokerage accounts, including 59 corporate customers Number of Employees 31 Licenses Type 1, 4, 5, 9 Key People Chairman & CTO: Kai Zhou CEO: Chun On Franco Chu CFO: Huaxin Wen Industry Classification Fintech Services Overview Revenue Breakdown (1H FY 2025) Recent Financial Highlights (in USD’000) Revenues Net Income/(Loss) Leading the B2B fintech landscape, our company stands out as a market pioneer, providing a comprehensive cloud-based brokerage solution tailored for small and medium-sized brokers across the Asia-Pacific region, according to Frost and Sullivan. As an integrated securities broker in Hong Kong, we offer a wide array of services, including brokerage, margin financing, and other ancillary services. Our expertise extends to the realm of software licensing and related support services, encompassing trading platform APP development, maintenance, and related services catered specifically to financial institutions. Note: See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Investments may be speculative, illiquid and there is a risk of loss.
COMPANY OVERVIEW INDUSTRY OVERVIEW INVESTMENT HIGHLIGHTS GROWTH STRATEGIES FINANCIALS Page 7 | Waton Financial Limited We Are an Established Integrated Securities Broker in the Hong Kong Financial Services Industry COMPANY OVERVIEW Driving growth through two business segments: Securities Brokerage Services 1 Software licensing and related support services 2 Shanghai-Hong Kong Stock Connect Shenzhen-Hong Kong Stock Connect New York Stock Exchange Nasdaq Stock Market Margin financing services Trading platform APP development and maintenance to financial institutions front, middle and back-office operation trading, clearing and settlement Broker Cloud solutions Our Licenses Type 1 dealing in securities Type 4 advising on securities Type 5 advising on futures contracts Type 9 asset management 5800+ including 59 Securities brokerage customers Corporate customers Note: See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Investments may be speculative, illiquid and there is a risk of loss.
Page 8 | Waton Financial Limited CORPORATE STRUCTURE Note: See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Investments may be speculative, illiquid and there is a risk of loss.
COMPANY OVERVIEW INDUSTRY OVERVIEW INVESTMENT HIGHLIGHTS GROWTH STRATEGIES FINANCIALS Page 9 | Waton Financial Limited An Experienced Management Team with Strong Financial and Operational Expertise Kai Zhou Chairman & CTO 7 years of managerial and operational experience in financial services and technology Executive Director and General Manager, Shenzhen Peach Education Ltd; CEO, Shenzhen Jinhui Technology Co., Ltd.; Former VP and CEO, Shenzhen Hurricane AssetManagement Co., Ltd. Bachelor’s degree in finance from the University of Toronto 18 years of experience in the financial services industry Independent director at QPL International Holdings Limited (0243.HK); Previous management roles at Centaline Wealth Management Limited and Centaline Financial Services Limited Certified Financial Planner registered with the Institute of Financial Planners of Hong Kong Bachelor of BA in accounting and finance from Simon Fraser University Leadership role in a prominent property technology company; Former CFO of Bitdeer Technologies Group (NASDAQ: BTDR) and Fangdd Network Group Ltd (NASDAQ: DUO) Senior manager experience at KPMG Huazhen LLP Bachelor of Arts in English from South China University of Technology Franco Chu CEO Huaxin Wen CFO MANAGEMENT Note: See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Investments may be speculative, illiquid and there is a risk of loss.
The market for global B2B fintech services for small and medium brokers expanded between 2018 and 2022, increasing from US$505.9 million to US$997.4 million-CAGR of 18.5%.With an estimated CAGR of 12.9% from 2023 to 2027, the market size of global B2B fintech services for small and medium brokers is expected to continue expanding. COMPANY OVERVIEW INDUSTRY OVERVIEW INVESTMENT HIGHLIGHTS GROWTH STRATEGIES FINANCIALS Page 10 | Waton Financial Limited INDUSTRY OVERVIEW USD B USD M The global market size of the B2B fintech service market has increased from US$16.7 billion in 2018 to US$122.0 billion in 2022, representing a CAGR of 64.4% during such period. Market Size of Global B2B Fintech Service Market* in terms of expenditures by financial institutions Market Size of Global B2B Fintech Services for Small and Medium Brokers *: industry data and information from Frost & Sullivan Note: See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Investments may be speculative, illiquid and there is a risk of loss.
COMPANY OVERVIEW INDUSTRY OVERVIEW INVESTMENT HIGHLIGHTS GROWTH STRATEGIES FINANCIALS Page 11 | Waton Financial Limited Market Drivers of the Global B2B Fintech in the Securities Brokerage Market Development Trends of the Global B2B Fintech in the Securities Brokerage Market Empowering Small and Medium Brokers Innovation in Business Models Blooming Technological Breakthrough Expansion of Internet Securities Brokers Digital Transformation Focused Customized Development of Fintech Services Concentration on Customer Experience Advancements in artificial intelligence (“AI”) Applications A pioneer of business-to-business fintech services in the Asia-Pacific region to offer one-stop brokerage software solutions to small and medium-sized brokers*. A shorter service delivery period and a lower initial delivery cost, compared to the industry average*. Industry Entry Barriers Regulatory Hurdles and Compliance Requirements Security and Data Privacy Technological Competence Industry Experience INDUSTRY OVERVIEW Note: See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Investments may be speculative, illiquid and there is a risk of loss. * According to Frost & Sullivan
COMPANY OVERVIEW INDUSTRY OVERVIEW INVESTMENT HIGHLIGHTS GROWTH STRATEGIES FINANCIALS Page 12 | Waton Financial Limited Continue to expand our customer base in the financial services industry through software licensing services Enhance our existing services, develop our asset management business and expand our service offerings Focus on product and technology innovation and further strengthen our securities brokerage services and software licensing services Pursue investment, acquisition and strategic opportunities Continue to attract and retain top talents Growth Strategies Use of Proceeds Approximate Percentage Enhance the functionalities and technicalities of our trading platform APP and the software licensing and related support services, including, but not limited to, improving user experience, and development in AI-powered risk control and customer service functions 30% Launch our asset management business and other new business lines, including the cost of applying for applicable licenses from the HKSFC, hiring eligible representative officers and supporting staff, and establishing and/or improving relevant business control and compliance procedures 30% Expand our array of investments available for our customers on our trading platform APP, including, but not limited to, the cost of onboarding Daily Revenue Contracts offered by the Micro Connect Macau Financial Assets Exchange (MCEX), and improving connectivity to existing and new exchanges for trading new asset types 20% General Working Capital 20% GROWTH STRATEGIES AND USE OF PROCEEDS Note: See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Investments may be speculative, illiquid and there is a risk of loss.
COMPANY OVERVIEW INDUSTRY OVERVIEW INVESTMENT HIGHLIGHTS GROWTH STRATEGIES FINANCIALS Page 13 | Waton Financial Limited INVESTMENT HIGHLIGHTS Fintech service provider benefitting Securities broker customers with integrated upstream supply chain and growth potential of downstream end user markets Diversified revenue mix and loyal customer base Visionary and seasoned management team Major fintech service provider of integrated, accessible, expedited and cost-effective software licensing and related support services Note: See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Investments may be speculative, illiquid and there is a risk of loss.
COMPANY OVERVIEW INDUSTRY OVERVIEW INVESTMENT HIGHLIGHTS GROWTH STRATEGIES FINANCIALS Page 14 | Waton Financial Limited ESG & ARTIFICIAL INTELLIGENCE “Waton has made efforts to sourcesocially responsible uppliers thatintegrate social and environmentalconcerns in its usiness operations.For example, a supplier, ShenzhenJinhui, has engaged ShenzhenCanyou Group Co, Ltd., a softwaretechnology company composedentirely of software technology eliteswith disabilities, to provide softwaredevelopment services, which itbelieves contributes to the well-being of communities and improvesthe Company's brand image. ” Fulfilment of corporate social responsibility Note: See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Investments may be speculative, illiquid and there is a risk of loss.
COMPANY OVERVIEW INDUSTRY OVERVIEW INVESTMENT HIGHLIGHTS GROWTH STRATEGIES FINANCIALS FINANCIALS All figures in USD Revenue Breakdown (FY 2023) Revenue Breakdown (FY 2024) Page 15 | Waton Financial Limited Note: See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Investments may be speculative, illiquid and there is a risk of loss. Revenue Breakdown (1H FY 2025)
Company Website: https://www.waton.com Underwriter Contact: Cathay Securities Inc. Tel: +1 822-939-3888 Address: 40 Wall Street, Suite 3600, New York, NY 10005, USA CONTACT US