Solowin Holdings' SEC filings document a Cayman Islands-incorporated foreign private issuer operating regulated fintech and securities-related businesses through consolidated subsidiaries. Its disclosures cover Hong Kong brokerage and wealth management operations, digital asset services, stablecoin infrastructure, tokenization activity, and subsidiaries including Solomon JFZ, AlloyX, and AX Coin.
Form 6-K reports provide interim financial statements, operating and financial review materials, preliminary unaudited results, press-release exhibits, and material-event disclosures. The filing record also includes securities purchase agreement disclosures, Class A ordinary share financing mechanics, registration-statement incorporation matters, shareholder voting topics, governance disclosures, and risk-related information tied to the company's financial technology and digital asset operations.
Solowin Holdings, Ltd. (AXG) is offering 10,300,000 Class A ordinary shares directly to individual investors at $1.20 per share in a registered direct offering. Gross proceeds are expected to be approximately $12,360,000 before estimated offering expenses. The company intends to use net proceeds to repay principal and interest on its September 2026 Notes and for working capital and general corporate purposes. Delivery is expected on or about November 20, 2026, subject to customary closing conditions.
The offered amount represents approximately 320.6% of existing ordinary shares on a 1:1 as-converted basis; the prospectus describes immediate and substantial dilution. As of November 4, 2026, 3,055,497 Class A ordinary shares were outstanding. Class B shares carry 50 votes per share, compared with one vote for Class A; the company states Class B holders will retain approximately 81.2% of combined voting power following the offering, taking into account an intended Class B issuance.
Solowin effected a 1-for-200 share consolidation on October 29, 2026. It also identifies a material weakness in FY2026 internal controls related to a lack of sufficient accounting and financial reporting personnel and comprehensive accounting and reporting policies and procedures.
Solowin Holdings, Ltd. (AXG) agreed to issue and sell 10,300,000 Class A ordinary shares at $1.20 per share in a registered direct offering. Gross proceeds to the company are expected to be approximately $12,360,000 before estimated offering expenses payable by the company. The closing is expected on or about November 20, 2026, subject to satisfaction of customary closing conditions.
Solowin plans to use net proceeds to repay the outstanding principal and interest of promissory notes issued September 10, 2026, and for working capital and general corporate purposes. The company did not engage a placement agent, underwriter or broker-dealer, and no commission or placement agent fee is payable.
Solowin Holdings, Ltd. agreed to issue and sell 1,000,000 Class B ordinary shares to Gemini Asia Holdings Limited at $1.20 per share, for $1,200,000 in gross proceeds. Closing is to occur on or around November 20, 2026, subject to satisfaction or waiver of customary closing conditions. The price is approximately 70% of the $1.71 closing price for Class A ordinary shares on November 4, 2026; net proceeds are intended for general working capital and corporate purposes.
Gemini Asia Holdings is ultimately beneficially owned by Mr. Ling Ngai Lok, Solowin's Chairman and CEO. The audit committee and disinterested directors approved the related-party placement, and Mr. Lok recused himself. After closing, he is stated to beneficially own 116,661 Class A and 1,156,858 Class B shares, representing 57,959,561 votes, or approximately 95.17% of voting power. Class B shares carry 50 votes each versus one for Class A. The Class B total includes 19,800 shares held by Fortune Dynasty Global Limited, wholly owned and controlled by Ms. Xue Yao; Mr. Lok may be deemed to share voting power in them under an acting in concert agreement and disclaims beneficial ownership except to the extent of any pecuniary interest.
Solowin Holdings, Ltd. (AXG) reported that Haokang Zhu resigned as a director and Lili Liu resigned as Chief Financial Officer and Company Secretary, both effective immediately on November 3, 2026. The board appointed Wenjie Zhang as a director to fill the vacancy and Feixuan Xia as Chief Financial Officer and Company Secretary, effective November 3, 2026. The company’s employment agreement with Xia began that date.
Zhang has served as Head of Human Resources and Administration of Insight Technology Limited since April 2024. Xia has served as an Account Manager at Solomon JFZ (Asia) Holdings Limited and Solomon Private Wealth Limited since September 2024, and at AlloyX (Hong Kong) Limited since February 2025 and AX Coin HK Limited since April 2025; each is a wholly owned subsidiary of the company.
Solowin Holdings, Ltd. (AXG) may sell up to $50,000,000 of Class A Ordinary Shares through Chaince Securities, LLC in an at-the-market offering. Shares may be sold from time to time at market prices. Chaince Securities is entitled to a 3.0% cash fee and a 1.0% expense allowance, each based on gross proceeds.
Net proceeds are intended primarily for working capital and general corporate purposes, stablecoin initiatives and payment infrastructure. If actual proceeds are substantially less than $50 million, the company intends to prioritize repayment of principal and interest on the September 2026 notes, followed by working capital and general corporate purposes, stablecoin initiatives, and payment infrastructure. FY2026 revenue was $28.05 million, compared with $2.82 million in FY2025. Immediately before the offering, 181,529,461 Class A Ordinary Shares and 31,371,599 Class B Ordinary Shares were outstanding.
The company said it received a June 16, 2026 subpoena from the SEC Division of Enforcement concerning an investigation into trading in its securities. It described the inquiry as a non-public, fact-finding investigation, said it is cooperating and producing requested materials, and reported that the SEC said the inquiry is not an indication that violations occurred.
Solowin Holdings, Ltd. (AXG) entered into an at-the-market sales agreement under which it may offer and sell up to $50,000,000 of Class A ordinary shares through Chaince Securities, LLC. Solowin is not obligated to make sales. Net proceeds are planned primarily for working capital, general corporate purposes, stablecoin-related initiatives and payment infrastructure development; if sufficient proceeds are available, additional uses include artificial intelligence and high-performance computing data center development, personnel and marketing expenses, and potential strategic acquisitions. Chaince Securities is entitled to a 3.0% cash fee and a 1.0% non-accountable expense allowance on gross proceeds from each closing.
Separately, on September 10, 2026, Solowin closed transactions with two institutional investors, issuing each a promissory note with a $425,000.00 principal amount, inclusive of a $30,000 original issuance discount. The company also issued 100,000 Class A ordinary shares in aggregate as commitment shares.
Solowin Holdings, Ltd. (AXG) shareholders approved four proposals at an extraordinary general meeting on October 13, 2026: a share consolidation, a share capital increase, a change in voting power, and the Third Amended and Restated Memorandum and Articles of Association. The approved voting amendment states that each fully paid Class B ordinary share shall have 50 votes; as of the record date, Class B shares had 10 votes each and Class A shares had one vote each. As of September 30, 2026, 181,529,461 Class A ordinary shares and 31,371,599 Class B ordinary shares were issued and outstanding.
Solowin Holdings, Ltd. (AXG) is the subject of a report stating that Streeterville Capital LLC directly beneficially owned 15,742,464 Class A ordinary shares, or 9.99% of the class. The report identifies Streeterville Management, LLC and John M. Fife as indirect beneficial owners; Streeterville Management is Streeterville's manager, and Fife is the manager's sole member.
Streeterville's current contractual ownership cap is 9.99%. The report states that its beneficial ownership represented 9.99% of the 157,582,228 shares outstanding on March 31, 2026.
Solowin Holdings, Ltd. is asking shareholders to approve a 1-for-200 share consolidation, proposed for October 26, 2026, or another date coordinated with Nasdaq. As of September 30, 2026, 181,529,461 Class A and 31,371,599 Class B shares were outstanding; estimated post-consolidation counts are approximately 907,647 and 156,857, respectively, with fractional entitlements rounded up.
A second proposal would, immediately after the consolidation, increase authorized share capital from US$100,000 divided into 5,000,000 shares to US$5,000,000,000 divided into 250,000,000,000 shares. The increase would not itself immediately change shares outstanding, though future issuances may dilute holders. Another proposal would raise Class B voting power from 10 to 50 votes per share, subject to Class B holder approval. If approved, Class A shares would carry 10.4% of total votes and Class B shares 89.6%; CEO and Chairman Ling Ngai Lok’s voting power is projected to rise from 77.6% to 93.7%. Subject to the preceding proposals taking effect, new articles would permit certain ordinary resolutions by written resolution without a meeting; the company says Mr. Ling could approve one without other shareholders’ participation. Shareholders will vote on all four proposals October 13, 2026; the board recommends FOR all four.
Solowin Holdings (AXG) is conducting a takedown from its $200 million shelf to offer up to $2,160,000 of Class A Ordinary Shares plus 5,250,000 Class A Ordinary Shares as pre-delivery shares to Streeterville Capital under a pre-paid equity facility. This draw, Pre-Paid Purchase #3, has a $2,160,000 principal (about $2.0 million net to Solowin after a $160,000 original issue discount) and bears 8% annual interest. If Solowin misses monthly amortization payments beginning January 1, 2027, Streeterville may require discounted share issuances at 85% of a market-based price, offsetting the outstanding balance and potentially creating substantial dilution, subject to a 9.99% beneficial ownership cap. The company estimates issuing 1,358,491 shares at $1.59 under Pre-Paid Purchase #3 plus the 5,250,000 pre-delivery shares, taking Class A shares outstanding from 163,030,788 to 169,639,279. Net proceeds are earmarked for working capital and general corporate purposes. Solowin reports strong growth, with revenue of $28.05 million for the year ended March 31, 2026, up from $2.82 million a year earlier.