SecProbe.io

CORRESP
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filename1.htm

    December 29, 2025

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

            Re:

            Waton Financial Limited (CIK No. 0001987363)

            Request for Acceleration

            Registration Statement on Form F-1, as amended (File No. 333-291557)

    Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), FT Global Capital, Inc. hereby join the request of Waton Financial Limited that the effective date of the
      above-referenced Registration Statement on Form F-1 be declared effective at 4:00 p.m. (Washington, D.C. time) on December 31, 2025, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Hunter Taubman
      Fischer & Li LLC, request by telephone that such Registration Statement be declared effective.

    In connection with this acceleration request and pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed to each placement agent or dealer, who is reasonably
      anticipated to be invited to participate in the distribution of the securities, as many copies, as well as “e-red” copies of the preliminary prospectus, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

    The undersigned confirm that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or will comply
      with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

            Sincerely,

            FT Global Capital Inc.

            By:

            /s/ Patrick Ko

            Name:

            Patrick Ko

            Title:

            President

CORRESP
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    WATON FINANCIAL LIMITED

    VIA EDGAR

    December 29, 2025

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Attn: John Dana Brown

            Re:

            Waton Financial Limited (CIK No. 0001987363)

            Request for Acceleration

            Registration Statement on Form F-1, as amended (File No. 333-291557)

    Ladies and Gentlemen:

    Pursuant to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), Waton Financial Limited (the
      “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1, as amended (the “Form F-1 Registration Statement”), be accelerated to, and that the Form F-1
      Registration Statement become effective at, 4:00 p.m., Eastern Time on December 31, 2025, or as soon thereafter as practicable.

            Very truly yours,

            Waton Financial Limited

            By:

            /s/ WEN Huaxin

            Name:

            WEN Huaxin

            Title:

            Chief Financial Officer

August 22, 2025
Zhou Kai
Chief Technology Officer
Waton Financial Limited
Suites 3605-06, 36th Floor,
Tower 6, The Gateway,
Harbour City, Tsim Sha Tsui,
Kowloon, Hong Kong
Re:Waton Financial Limited
Draft Registration Statement on Form F-1
Submitted August 15, 2025
CIK No. 0001987363
Dear Zhou Kai:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement and non-public draft
submission on EDGAR at least two business days prior to the requested effective date and
time. Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact John Dana Brown at 202-551-3859 with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Kanglin Yu

CORRESP
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 filename1.htm

 Waton Financial Limited

 March 31, 2025

 Via EDGAR

 Division of Corporation Finance
 Office of Finance
 U.S. Securities and Exchange Commission
 100 F Street, NE
 Washington, D.C., 20549

 Attention:

 Tonya Aldave

 Re:

 Waton Financial Limited

 Registration Statement on Form F-1 (the “Registration Statement”)

 Initially Filed on November 22, 2024

 File No. 333-283424

 Ladies and Gentlemen:

 Waton Financial Limited (the “Company”) hereby respectfully confirms, that, as of the date of the Registration Statement, as amended,
 and as of the date hereof, the Company has concluded that disclosing the most recent percentages of clients and revenue attributable to Mainland China in the Registration Statement is not material to understanding the potential risks associated with
 the relevant PRC regulations, including the regulations promulgated by the China Securities Regulatory Commission.

 Very truly yours,

 Waton Financial Limited

 By:

 /s/ WEN Huaxin

 Name:

  WEN Huaxin

 Title:

 Chief Financial Officer

CORRESP
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 filename1.htm

 Waton Financial Limited

 March 31, 2025

 Via EDGAR

 Division of Corporation Finance
 Office of Finance
 U.S. Securities and Exchange Commission
 100 F Street, NE
 Washington, D.C., 20549

 Attention:

 Tonya Aldave

 Re:

 Waton Financial Limited
 Registration Statement on Form F-1 (the “Registration Statement”)
 Initially Filed on November 22, 2024
 File No. 333-283424

 Ladies and Gentlemen:

 Waton Financial Limited (the “Company”) hereby respectfully confirms, that, as of the date of the Registration Statement, as amended, and as of the date hereof, the Company has concluded that
 disclosing the most recent percentages of clients and revenue attributable to Mainland China in the Registration Statement is not material to understanding the potential risks associated with the relevant PRC regulations, including the regulations
 promulgated by the China Securities Regulatory Commission. The Company respectfully advises that, for the period from April 2024 to February 2025, the Company derived approximately 4.32% of its total revenue from clients in mainland China, and
 approximately 9% of the Company’s clients were Chinese nationals that were generating revenue as of the end of February 2025.

 Very truly yours,

 Waton Financial Limited

 By:

 /s/ WEN Huaxin

 Name:

  WEN Huaxin

 Title:

 Chief Financial Officer

CORRESP
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 filename1.htm

 March 27, 2025

 VIA EDGAR

 Division of Corporation Finance
 U.S. Securities & Exchange Commission
 100 F Street, NE
 Washington, D.C. 20549

 Re:

 Waton Financial Limited

 Registration Statement on Form F-1

 File No. 333-283424

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for
 itself and the other underwriters, hereby join in the request of Waton Financial Limited that the effective date of the above-referenced registration statement be accelerated so as to permit it to become effective at 4:00 p.m., Eastern time, on
 Monday, March 31, 2025, or as soon thereafter as practicable.

 Pursuant to 460 under the Act, we wish to advise you that the underwriters have distributed as many copies of the preliminary prospectus
 dated March 14, 2025 to underwriters, dealers, institutions and others as appears to be reasonable to secure adequate distribution of such preliminary prospectus.

 The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities
 Exchange Act of 1934, as amended.

 Very truly yours,

 Cathay Securities, Inc

 As representative of the underwriters

 By:

 /s/ Shell Li

 Name:

 Xiaoyu (Shell) Li

 Title:

 Chief Executive Officer

CORRESP
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 filename1.htm

 Waton Financial Limited

 March 27, 2025

 Via EDGAR

 Division of Corporation Finance
 Office of Finance
 U.S. Securities and Exchange Commission
 100 F Street, NE
 Washington, D.C., 20549

 Attention:

 Tonya Aldave

 Re:

 Waton Financial Limited

 Registration Statement on Form F-1

 Initially Filed on November 22, 2024

 File No. 333-283424

 Ladies and Gentlemen:

 In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Waton Financial Limited
 hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, be accelerated to and that the Registration Statement become effective at 4:00 p.m., Eastern Time, on March 31, 2025, or as soon thereafter
 as practicable.

 Very truly yours,

 Waton Financial Limited

 By:

 /s/ CHU Chun On Franco

 Name:

  CHU Chun On Franco

 Title:

 Chief Executive Director

October 4, 2024
CHU Chun On Franco
Chief Executive Officer
Waton Financial Limited
Suite 3605-06, 36th Floor
Tower 6 The Gateway
Harbour City, Tsim Sha Tsui
Kowloon, Hong Kong
Re:Waton Financial Limited
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted September 9, 2024
CIK No. 0001987363
Dear CHU Chun On Franco:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
January 23, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Prospectus Summary, page 1
We note your disclosure here and elsewhere that in February 2024, WSI, through equity
method investment, acquired a 55% interest in LeFeng Hainan Private Equity Fund
Management Limited, a limited liability company established in the PRC, which has not
commenced operations as of the date of this prospectus. Please expand your disclosure to
clarify the details surrounding your acquisition of this interest, including the costs
involved and any material terms of the transaction. Also, discuss your purpose for 1.

October 4, 2024
Page 2
acquiring a majority interest of an LLC with no present operations, what operations are
anticipated for this entity along with the timeline for such plans, and how it fits into your
overall business strategy.
Risk Factors
If WSI is to provide services to virtual assets, page 35
2.We note your disclosure that WSI has notified the HKSFC of its intention to engage in the
Virtual Assets Introducing Agent Business and the HKSFC is reviewing the application.
Please also discuss the risk, if true, that there is no guarantee that the application to
engage in the Virtual Assets Introducing Agent Business will be approved.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
64
3.Please revise your MD&A to discuss your financial condition and material changes in
financial condition.  Refer to Item 303 of Regulation S-K for guidance.
Business - Overview, page 89
4.We note your disclosure here and on page 96 that you had more than 2,900 securities
brokerage customers who have opened trading accounts and over 600 active customers
with assets in their trading accounts. We also note your disclosure on page 90 that you
provided software licensing and related support services to a total of 8 companies. Please
revise to clarify if these brokerage customers are customers of the companies that have
procured your trading platform APP.  If not, please revise to clarify why certain customers
using your trading platform APP also procure your software licensing and related support
services which is a significant source of your revenue.  Please more clearly explain how
and why your different customers utilize your trading platform APP and software
services.
Business, page 89
5.We note your response to prior comment 16, and that based on your revised disclosure on
page 65 you have acquired less than 1% of the Series C Preferred Shares of New Markets
(BVI) Limited, the holding company of The Micro Connect. While we note that
negotiations are ongoing, and terms and timelines for implementation have not been
established, please clarify here and on page 65 that absent a formal agreement there
remains uncertainty and thus no guarantee you will ever be able to add the trading
function of The Micro Connect’s Daily Revenue Contracts in your trading platform APP,
or advise.
Related Party Transactions, page 125
6.Please revise footnote (i) on page 126 to clarify if the disclosure about WSI disposing of
a certain portion of its other investment to Zhou Kai at a consideration of approximately
$2.0 million related to the sale of a portion of New Markets (BVI) Limited, the holding
company of The Micro Connect, as discussed on page 65. We also note that the table
references a third footnote, marked (iii), for Mr. Zhou Kai but we are unable to locate
such footnote.

October 4, 2024
Page 3
Financial Statements , page F-3
7.Please refer to prior comment 9. It appears you identified an error and corrected it in the
current Form F-1 filed September 9, 2024. Please revise to disclose the information
required by ASC 250-10-50-7 or tell us how you considered that this information was not
required.
8.Please refer to prior comment 25. To the extent that you have material receivables that are
past due, please revise here or in MD&A to quantify the aging of past due receivable
balances into separate past due buckets (e.g. , 30 days past due, > 90 days past due, > 180
days past due, etc.) and disclose when you consider the receivable to be past due.
Consolidated Statements of Operations and Comprehensive Income, page F-4
9.It appears that the nature of revenue generated through your bond distribution services is
significantly different than revenue generated from trading on your APP.  For example,
we note your disclosure on page 24 that bond distribution revenue is on a project-by-
project basis and that brokerage revenue appears to be much more predictable and
recurring.  Given the materiality and potential variability of your bond distribution
revenue, please consider separately presenting this revenue on your income statement or
tell us why you believe separate presentation is not appropriate.
Consolidated Statements of Changes in Shareholders' Equity, page F-5
10.We note that the number and amount of ordinary shares and the amount of additional
paid-in capital changed as of March 31, 2022 and 2023 and that earnings per share for
fiscal year 2023 changed as compared to the prior Form F-1 filed on December 22, 2023.
We also note disclosure in the prior filing that amounts were “Retrospectively restated for
the effect of recapitalization in September 2023 (See Note 8 and 13).”  Please tell us why
the amounts changed and revise to disclose the information required by ASC 250-10-50-7
as needed.
Note 2. Summary of Significant Policies - (n) Investment, cost, page F-11
11.Noting the disclosure here that appears to indicate that during fiscal year 2024 you
purchased an investment for $6.8 million and subsequently sold $3.3 million of the
investment, please tell us where cash flows from the sale are presented in the statement of
cash flows. Please revise as needed.
Note 2. Summary of Significant Policies - Software licensing and related support services
income, page F-13
12.Please refer to prior comment 14. Please revise to provide a description of the output
method used related to the single performance obligation with WGI and how this method
is applied to recognize revenue.  Refer to ASC 606-10-50-18 for guidance.
Note 7. Disaggregated Revenue, page F-21
Please refer to prior comment 14. We note your disclosure on page F-13 that software
licensing and related support services revenue related to the contract with WGI is
accounted for as a single performance obligation over time based on the output method.
We also note that the license of software appears to be perpetual and that you appear to 13.

October 4, 2024
Page 4
have recognized the entire amount related to the license of software in FY 2023. Please
identify for us the key contractual terms and provide the specific accounting guidance you
considered related to the following:

•clarify how you determined the transaction price for each fiscal year;
•quantify the transaction price for each fiscal year;
•clarify the term of the contract and how this relates to the length of time of the
performance obligation;
•clarify how you satisfy the performance obligation related to the license of the
perpetual software and the support services in order to recognize revenue; and
•clarify whether there are renewal rights and if so how you account for them including
how you considered if the renewal rights are material rights, if they are separate
performance obligations and if so, how you considered the portion of the transaction
price to allocate to the renewal right as discussed in ASC 606-10-25-16B and ASC
606-10-55-41.

Please revise your disclosure here and in your summary of significant accounting policies
as needed.
            Please contact Michael Volley at 202-551-3437 or Amit Pande at 202-551-3423 if you
have questions regarding comments on the financial statements and related matters. Please
contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

United States securities and exchange commission logo
January 23, 2024
CHU Chun On Franco
Chief Executive Officer
Waton Financial Limited
Suite 3605-06, 36th Floor
Tower 6 The Gateway
Harbour City, Tsim Sha Tsui
Kowloon, Hong Kong
Re:Waton Financial Limited
Draft Registration Statement on From F-1
Submitted December 22, 2023
CIK No. 0001987363
Dear CHU Chun On Franco:
            We have reviewed your draft registration statement and have the following comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-1 submitted December 22, 2023
Cover Page
1.Please disclose prominently on the prospectus cover page that you are not a Hong Kong
operating company but a British Virgin Islands company with operations conducted by
your subsidiaries based in Hong Kong.  Explain whether this structure is used to provide
investors with exposure to foreign investment in Hong Kong if the law prohibits direct
foreign investment in the operating companies, and disclose that investors may never hold
equity interests in the Hong Kong operating company.
2.Clearly disclose how you will refer to the holding company and subsidiaries when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the

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January 23, 2024
Page 2
business operations.  Refrain from using terms such as "we" or "our" when describing the
activities of functions of the operating subsidiaries.
Prospectus Summary, page 1
3.Please disclose at the forepart of your prospectus summary that a substantial portion of
your revenue was derived from a single related party customer, Wealth Guardian
Investment Limited, and quantify such percentage. Also, revise throughout your
prospectus such that when discussing the increase in revenues experienced between fiscal
years ended 2022 and 2023, you highlight clearly that such increase was derived from
revenues earned as a result of your arrangement with such related party. Further, disclose
in the prospectus summary your dependence on a single related party supplier, Shenzhen
Jinhui Technology Co., Ltd, for providing SaaS services.
4.Consistent with your disclosure on pages 22 and 96, please disclose in the prospectus
summary that WSI is involved in certain ongoing inquiries from the HKSFC concerning
its practices relating to protection of client assets, and that WSI may be subject to
disciplinary actions of the HKSFC as a result of contraventions of regulations by WSI’s
substantial shareholders, which could lead to revocation or suspension of licenses. To the
extent the substantial shareholder is an officer or director of the company, disclose their
name or advise why you believe such disclosure is not necessary.
5.We note your disclosure that the company uses a structure that involves subsidiaries based
in Hong Kong, the Cayman Islands, and the British Virgin Islands. Describe all contracts
and arrangements through which you claim to have economic rights and exercise control
that results in consolidation of the subsidiaries’ operations and financial results into your
financial statements. Identify clearly the entity in which investors are purchasing their
interest and the entities in which the company’s operations are conducted. Describe the
relevant contractual agreements between the entities and how this type of corporate
structure may affect investors and the value of their investment, including how and why
the contractual arrangements may be less effective than direct ownership and that the
company may incur substantial costs to enforce the terms of the arrangements. Disclose
the uncertainties regarding the status of the rights of the British Virgin Islands holding
company with respect to its contractual arrangements with the subsidiaries its founders
and owners, and the challenges the company may face enforcing these contractual
agreements due to legal uncertainties and jurisdictional limits. We note that you have
include a diagram illustrating your corporate structure. Please revise to disclose clearly the
ownership of the entities by direct equity interest by solid line or solid arrows and entities
controlled by contractual arrangements by dashed line or dashed arrows, if applicable.
6.In your summary of risk factors, disclose the risks that your corporate structure and
having the majority of the company’s operations in Hong Kong poses to investors. In
particular, describe the significant regulatory, liquidity, and enforcement risks with cross-
references to the more detailed discussion of these risks in the prospectus. For example,
specifically discuss risks arising from the legal system in China, including risks and

 FirstName LastNameCHU Chun On Franco
 Comapany NameWaton Financial Limited
 January 23, 2024 Page 3
 FirstName LastNameCHU Chun On Franco
Waton Financial Limited
January 23, 2024
Page 3
uncertainties regarding the enforcement of laws and that rules and regulations in China
can change quickly with little advance notice; and the risk that the Chinese government
may intervene or influence your operations at any time, or may exert more control over
offerings conducted overseas and/or foreign investment in China-based issuers, which
could result in a material change in your operations and/or the value of the securities you
are registering for sale. Acknowledge any risks that any actions by the Chinese
government to exert more oversight and control over offerings that are conducted overseas
and/or foreign investment in China-based issuers could significantly limit or completely
hinder your ability to offer or continue to offer securities to investors and cause the value
of such securities to significantly decline or be worthless.
Controlled Company, page 13
7.Please discuss here and on page 43 the controlling shareholders' ability to control matters
requiring shareholder approval, including the election of directors, amendment of
organizational documents, and approval of major corporate transactions, such as a change
in control, merger, consolidation, or sale of assets. Further, clarify whether you plan to
rely on the “controlled company” exemptions from certain corporate governance
requirements.
Risk Factors, page 16
8.Given the Chinese government’s significant oversight and discretion over the conduct and
operations of your business, please revise to describe any material impact that
intervention, influence, or control by the Chinese government has or may have on your
business or on the value of your securities. Highlight separately the risk that the
Chinese government may intervene or influence your operations at any time, which could
result in a material change in your operations and/or the value of your securities. Also,
given recent statements by the Chinese government indicating an intent to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers, acknowledge the risk that any such action could significantly limit
or completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless. We remind you
that, pursuant to federal securities rules, the term “control” (including the
terms “controlling,” “controlled by,” and “under common control with”) means “the
possession, direct or indirect, of the power to direct or cause
the direction of the management and policies of a person, whether through the ownership
of voting securities, by contract, or otherwise.”
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
58
9.Please revise your MD&A to discuss your financial condition and material changes in
financial condition.  Considering the materiality of the amount, specifically describe the
underlying reasons for the $1.2 million recognized in accumulated other comprehensive

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January 23, 2024
Page 4
income as of April 1, 2021. Please ensure you provide sufficient information to allow an
investor to clearly understand how and why the amount was recognized.  Refer to Item
303 of Regulation S-K for guidance.
Key Components of Results of Operations - Revenues, page 60
10.In order to more clearly present material trends in your revenue, please revise to disclose
in a tabular format the amount of “Brokerage commission and handling charge income”
and “Project development income” and any other material amount of revenue recognized
by quarter.
Non-GAAP Measures, page 66
11.Please tell us why there is no deferred income tax impact related to excluding share-based
compensation expenses in your adjusted net income non-GAAP measure.  Refer to
Question 102.11 of the Non-GAAP Financial Measures C&D’s for guidance.
Other Income, page 66
12.We note your disclosure that “our foreign currency exchange gain was mainly raised from
foreign exchange differences in converting customers’ deposits from HK$ to US$ or vice
versa, to facilitate their securities trading transactions in Hong Kong or U.S. stock
exchanges.”  Please revise to disclose if you charge a fee or incorporate a bid/ask spread
in converting your customers deposits.  If not, please revise to more clearly explain what
generated $700 thousand of gains noting your disclosure on page 71 that your exposure to
foreign exchange fluctuations is minimal since HK$ is currently pegged to US$.
Revenue Recognition - Brokerage commission and handling charge income, page 70
13.Please tell us in detail and revise as necessary to explain how you considered discounts for
commissions, as disclosed on page 87, in determining the transaction price.  Specifically
clarify if the discounts represent variable consideration and if it is constrained.
Revenue Recognition - Project development income, page 70
14.Please provide us a detailed accounting analysis related to your project development
income revenue recognition policies.  Specifically tell us the following:

•Each promised good or service provided and specifically how you determined if your
promised goods or services included any software licenses, cloud-based services
including SaaS, customer options, professional services, or maintenance and support
(M&S) services.
•If the contracts included licenses of on-premise software.
•If the contracts included licenses of software subject to a hosting arrangement in the
scope of ASC 985.
•How you considered whether the license of software was distinct from other

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Page 5
promised goods or services including any cloud-based services including SaaS.
•More clearly explain the cloud-based SaaS services provided, how you determined
the transaction price and if you satisfy the performance obligation at a point in time
or over time.
•More clearly explain the M&S services provided and clarify if the customer can
access the SaaS applications without subscribing to the M&S services.
•Why your disclosure does not reference SaaS services which you use throughout the
filing to describe your project development income.

Please revise your disclosure including in the notes to your financial statements to clarify
the above and more clearly identify each performance obligation, including any licenses
of software, any other the key accounting judgement made.
Industry, page 73
15.We note your disclosure here, in the prospectus summary, and in the business section, that
you are the fifth largest B2B fintech services providers for small and medium brokers in
Asia Pacific in terms of revenue, with revenue of US$5.2 million, accounting for 4.4% of
the market. When referencing such position here and throughout, please also disclose your
reliance on and the significant portion of such revenue that was derived from a single
related party customer.
Business, page 83
16.We note your disclosure on page 86 that WSI has invested in The Micro Connect, a new
financial market exchange platform in Macau for investing and trading of Daily Revenue
Contracts (“DRCs”). Please clarify what you mean "invested in", disclose the material
terms of any agreements, and discuss the anticipated timeframe for incorporating the
DRCs trading function in WSI’s trading platform APP. We also note that WSI has
engaged its supplier to develop this trading function which is not currently listed on WSI’s
trading platform APP. Please clarify if the supplier you engaged is a related party, and if
so disclose any material terms of your supplier agreement.
17.We note your disclosure on page 86 that WSI plans to develop and offer more
comprehensive service functions of the Broker Cloud solutions through product and
technology innovation, including digital asset-related functions such as trading access to
digital assets trading platform and AI-related functions. We also note that WSI has been
sourcing suitable partners such as digital asset platform operators to develop the new
functions in WSI’s SaaS services. Describe whether the planned business of any
subsidiary or affiliate entails, or will entail, the creation, issuance or use of crypto assets
and, if so, how those crypto assets will be used. If applicable, also disclose any related
business risks and challenges, including any known trends or uncertainties that are
reasonably expected to have a material impact on results of operations or financial
condition. Please also tell us whether you will undertake any determination of the
characterization of such crypto assets as securities, and include appropriate risk factor

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disclosure discussing the consequences to your business if any of the crypto assets you
service or support are securities. Also disclose here or elsewhere the material regulations
and regulatory entities that govern or have the potential to affect any crypto-related
business activities, and how you intend to comply with federal and state regulations,
including, for example, a discussion of whether you are or will be required to register as
an exchange or broker-dealer under the Exchange Act, and whether you are or will be
required to register as a money transmitter or a money services business.
Our Services - Securities brokerage services, page 87
18.Please revise to disclose, for each period presented, the percentage of brokerage
commissions recognized from transactions accessed through WSI’s trading APP.
Securities Brokerage Customers, page 89
19.We note your disclosure that when the introducing broker customer’s customers place
trade orders, it will, on behalf of its end users, place back-to-back orders through its
trading accounts maintained with WSI. Please revise to clarify how the introducing broker
places the trade order in the trading APP with you.  For example, manually input the trade,
use an application programming interface (API), et