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

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
 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

13.    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
 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