IPO - Solowin Holdings, Ltd.

Form Type: 424B5

Filing Date: 2025-05-23

Corporate Action: Ipo

Type: New

Accession Number: 000121390025047417

Filing Summary: Solowin Holdings, a Cayman Islands exempted holding company, is offering 10,606,060 Class A ordinary shares at $0.33 per share, aiming to raise approximately $3,500,000. The shares are listed on the NASDAQ Capital Market under the symbol 'SWIN', with a last reported price of $1.41 per share on May 23, 2025. The issuance is part of a shelf registration process established under the SEC’s Form F-3. The document emphasizes the voting and conversion rights of both Class A and Class B shares, the operational status of its wholly owned subsidiaries, and outlines regulations and restrictions related to the offering. Risks associated with PRC regulations and financial performance are highlighted, alongside a detailed description of the company's operations and revenue sources for the past fiscal years. The expected delivery date for the shares is May 27, 2025, subject to closing conditions.

Form Type: F-1/A

Filing Date: 2025-04-16

Corporate Action: Ipo

Type: Update

Accession Number: 000121390025032646

Filing Summary: Solowin Holdings, a Cayman Islands holding company, has filed Amendment No. 3 to its Registration Statement under the Securities Act of 1933 on April 16, 2025, to register up to 13,793,103 Class A Ordinary Shares and accompanying Warrants. The Class A Ordinary Shares are offered at a public price of $1.45 each, and each Warrant can be exercised at $1.60. Solowin is not an operating company but primarily conducts operations through its wholly-owned subsidiaries based in Hong Kong. Class A and Class B Ordinary Shares have different voting rights, with Class B shares carrying 10 votes each, granting significant control over corporate decisions to their holders. Risks associated with the holding company structure, regulatory laws in mainland China affecting Hong Kong operations, and uncertainties regarding US trading due to PCAOB inspection requirements are pivotal to investors. This document serves as a preliminary prospectus and does not constitute an offer to sell securities until the registration is effective. The anticipated closing of the offering is subject to customary conditions.

Form Type: F-1/A

Filing Date: 2025-03-24

Corporate Action: Ipo

Type: Update

Accession Number: 000101376225001668

Filing Summary: On March 21, 2025, Solowin Holdings filed an amendment to their Form F-1 registration statement under the Securities Act of 1933. The company is offering up to Class A Ordinary Shares and accompanying Warrants, intending to begin the proposed sale to the public as soon as practicable after the registration statement becomes effective. The Class A Ordinary Shares are listed on the Nasdaq under the symbol 'SWIN'. The public offering price is set at $1.695 per share, as reported on the same date. Solowin emphasizes it operates mainly through its wholly-owned Hong Kong subsidiaries, Solomon JFZ and Solomon Wealth, and describes risks associated with its holding company structure. Furthermore, the document mentions regulatory challenges that could affect operations, particularly with activities in China and changes in auditing regulations set by the PCAOB regarding foreign auditors. Despite being classified as an 'emerging growth company', Solowin has not declared any dividends to this date, underscoring its strategy to retain earnings for business expansion. Additionally, there are unique risks for investors due to potential PRC regulatory interventions that may restrict financial operations and foreign investments into the holding company.