Waton Financial (WTF) converts AI note and signs SPAC finder deal

Rhea-AI Filing Summary

Waton Financial Limited reports two key agreements. Its subsidiary Waton AI Genius Holding Limited purchased a US$2,822,626 convertible promissory note from PandaAI Quantum Holdings, then converted it into 7,500,000 founding partner preferred shares at US$0.376350156 per share on April 16, 2026, creating an equity stake in an AI-powered quantitative trading venture.

The company also entered a Finder’s Services Agreement for its SPAC, Love & Health Limited. Waton will pay OCASIA Group Holdings an upfront US$1,200,000, creditable against a success fee generally equal to 1% of a target’s pre-money valuation above US$400 million, with fees potentially payable in cash or restricted stock units.

Insights

Equity and capital markets analyst

Waton adds AI stake and sets SPAC finder economics, impact looks moderate.

Waton Financial Limited converted a US$2,822,626 note into 7,500,000 preferred shares of an AI quantitative trading venture, crystallizing an equity position at a defined conversion price of US$0.376350156 per share. This formalizes its role as a founding partner-level investor.

The Finder’s Services Agreement commits an upfront US$1,200,000 and a potential success fee of 1% of a SPAC target’s pre-money valuation above US$400 million. Economics depend on whether Love & Health Limited closes a qualifying business combination and on the target’s valuation.

Some or all of any success fee may be settled in restricted stock units under the 2024 equity plan, which could introduce equity-based compensation at closing of a transaction identified by the finder. Actual effects will hinge on future SPAC deal outcomes disclosed in subsequent filings.

Key Figures

Convertible note principal: US$2,822,626 Preferred shares received: 7,500,000 shares Conversion price: US$0.376350156 per share +4 more

7 metrics

Convertible note principal US$2,822,626 Principal amount of note purchased from PandaAI Quantum Holdings

Preferred shares received 7,500,000 shares Founding partner preferred shares after conversion on April 16, 2026

Conversion price US$0.376350156 per share Price used to convert the note into preferred shares

Finder upfront payment US$1,200,000 Upfront cash under Finder’s Services Agreement, creditable to success fee

Success fee rate 1% of pre-money valuation Applied if SPAC target valuation exceeds US$400 million at closing

Valuation threshold US$400 million Pre-money valuation level for standard 1% success fee

Tail period length 12 months Period after termination or introduction when success fee still applies

Key Terms

convertible promissory note, founding partner preferred shares, special purpose acquisition company, pre-money valuation, +2 more

6 terms

convertible promissory note financial

"agreed to issue and sell to Waton AI a convertible promissory note in the principal amount"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

founding partner preferred shares financial

"convertible into founding partner preferred shares of the Invested Company, par value US$0.0001 per share"

special purpose acquisition company financial

"Love & Health Limited (the “SPAC”), a Cayman Islands special purpose acquisition company"

A special purpose acquisition company (SPAC) is a company formed with the sole purpose of raising money through a public offering to buy or merge with an existing private business. It acts like a vehicle that allows private companies to go public more quickly and with less complexity. For investors, it offers an opportunity to invest early in a potential acquisition, though it also carries risks if the intended deal doesn’t materialize.

pre-money valuation financial

"a success fee equal to 1% of the pre-money valuation of the target at closing"

Pre-money valuation is the estimated worth of a company before it receives any new investment. It can be thought of as the company's value right before adding fresh money, similar to valuing a house before a renovation. This figure helps investors understand how much of the company they will own after investing and how their investment impacts the company's overall value.

restricted stock units financial

"payable at closing of the Business Combination, at the Finder’s election, in restricted stock units issued"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tail period financial

"A twelve-month tail period applies following any termination of the Finder’s Agreement"

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2026

Commission File Number: 001-42573

Waton Financial Limited

Suites 3605-06, 36th Floor

Tower 6, The Gateway

Harbour City, Tsim Sha Tsui

Kowloon, Hong Kong

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

Entry into Material Agreements

Preferred Share Purchase Agreement

On November 19, 2025, Waton AI Genius Holding Limited (“Waton AI”), a company incorporated in the British Virgin Islands and a wholly-owned subsidiary of Waton Financial Limited (the “Company”), entered into a Preferred Share Purchase Agreement (the “SPA”) with PandaAI Quantum Holdings Limited, an exempted company incorporated in the Cayman Islands (the “Invested Company”), pursuant to which the Invested Company agreed to issue and sell to Waton AI a convertible promissory note in the principal amount of US$2,822,626 (the “Note”), convertible into founding partner preferred shares of the Invested Company, par value US$0.0001 per share, as calculated in accordance with provisions of the SPA (the “Preferred Shares”). The other parties to the SPA include (i) LI Yuqi and LIU Bingjun, as founders (collectively, the “PD Founders”), (ii) Chongqing Liangyun Zhijing Information Technology Co., Ltd., Zhongyan Nanfang Financial Technology (Qingdao) Co., Ltd., Liangjing Zhilian (Chongqing) Education Consulting Co., Ltd., each a limited liability company organized and existing under the Laws of the PRC (collectively, the “Domestic Group Companies”), and (iii) LBB Link Pte. Ltd., a company duly incorporated and validly existing under the Laws of British Virgin Islands (the “PD Founder Holdco”).

The purpose of the transaction is to establish the Invested Company as a vehicle for business cooperation between the PD Founders and Waton AI in the field of AI-powered quantitative trading. As of the date of this report, the Note closing has been consummated. The principal amount of US$2,822,626 has been paid by Waton AI.

Following the satisfaction of applicable conversion trigger conditions set forth in the SPA, Waton AI has converted the outstanding principal amount of the Note into 7,500,000 Preferred Shares at a conversion price of US$0.376350156 per share on April 16, 2026.

The foregoing description of the SPA and the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA, including the form of the Note exhibited therein, which is filed as Exhibit 10.1 to this Report on Form 6-K and incorporated herein by reference.

Finder’s Services Agreement

On April 19, 2026, the Company entered into a Finder’s Services Agreement (the “Finder’s Agreement”) with OCASIA Group Holdings Ltd (the “Finder”), a company incorporated under the laws of the Republic of the Marshall Islands. The other party to the Finder’s Agreement is Love & Health Limited (the “SPAC”), a Cayman Islands special purpose acquisition company and a wholly-owned subsidiary of the Company.

Pursuant to the Finder’s Agreement, the Finder agreed to use reasonable efforts to assist the SPAC in identifying and facilitating introductions to one or more potential operating businesses suitable for a business combination (the “Business Combination”).

If the SPAC consummates a Business Combination with a target introduced by the Finder, the Company will pay the Finder a success fee equal to 1% of the pre-money valuation of the target at closing if such valuation exceeds US$400 million, or an appropriate rate negotiated in good faith if the valuation is below US$400 million. In addition, within 30 days of execution of the Finder’s Agreement, the Company agreed to pay the Finder an upfront cash payment of US$1,200,000, to be credited against any success fee ultimately payable. The remaining balance of any success fee is payable at closing of the Business Combination, at the Finder’s election, in restricted stock units issued under the Company’s 2024 global equity incentive plan, cash, or another form mutually agreed upon in writing.

A twelve-month tail period applies following any termination of the Finder’s Agreement or after the date of any introduction made thereunder, during which period the success fee provisions remain in effect with respect to any Business Combination with an introduced target.

The foregoing description of the Finder’s Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Finder’s Agreement, which is filed as Exhibit 10.2 to this Report on Form 6-K and incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Waton Financial Limited
Date: April 21, 2026	By:	/s/ WEN Huaxin
	Name:	WEN Huaxin
	Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
10.1		The Preferred Share Purchase Agreement
10.2		Finder’s Services Agreement

FAQ

What investment did Waton Financial Limited (WTF) make in PandaAI Quantum Holdings?

Waton, through its subsidiary, purchased a US$2,822,626 convertible promissory note from PandaAI Quantum Holdings. It later converted this note into 7,500,000 founding partner preferred shares at US$0.376350156 per share, creating an equity stake in an AI-powered quantitative trading venture.

How many preferred shares did Waton Financial (WTF) receive and at what price?

Waton converted the full principal of the note into 7,500,000 founding partner preferred shares. The conversion price was US$0.376350156 per share, locking in the economic terms of its equity interest as of April 16, 2026 under the share purchase agreement.

What are the key terms of Waton Financial’s (WTF) Finder’s Services Agreement?

The Finder agreed to help Waton’s SPAC identify potential business combination targets. Waton will pay an upfront US$1,200,000, creditable against a success fee generally equal to 1% of a qualifying target’s pre-money valuation if it exceeds US$400 million at closing.

How is the success fee structured for Waton Financial’s (WTF) SPAC finder?

If the SPAC completes a business combination with a finder-introduced target, Waton owes a success fee of 1% of pre-money valuation above US$400 million, or a negotiated rate below that level. Any upfront payment is credited against this fee at closing of the transaction.

In what form can Waton Financial (WTF) pay the finder’s success fee?

Any remaining success fee at closing can be paid in restricted stock units under Waton’s 2024 global equity incentive plan, in cash, or in another form the parties agree in writing. This flexibility allows combining equity-based and cash consideration when settling the fee.

What is the tail period in Waton Financial’s (WTF) Finder’s Agreement?

A twelve-month tail period applies after any termination of the Finder’s Agreement or an introduction date. During this time, if the SPAC completes a business combination with a previously introduced target, the success fee terms remain in effect and would still be payable.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 380.6 KB
• EX-10.2 EXHIBIT 10.2 35.5 KB