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: September 2026
Commission File Number: 001-41776
SOLOWIN HOLDINGS
(Translation of registrant’s name into English)
Room 1910-1912A, Tower 3, China Hong Kong City
33 Canton Road, 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 ☐
On September 21, 2026, SOLOWIN HOLDINGS (the “Company”)
issued Pre-Paid Purchase #3 (“PPP #3”) to Streeterville Capital, LLC (the “Investor”) pursuant to
that certain Securities Purchase Agreement, dated February 9, 2026 (the “Purchase Agreement”), previously disclosed
on the Company’s Report on Form 6-K filed on February 9, 2026. PPP #3 is one of the pre-paid purchases (the “Pre-Paid Purchases”)
that the Company may issue and sell to the Investor under the Purchase Agreement in connection with the sale of the Company’s Class
A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”). In connection with the issuance of
PPP #3, the Company, the Investor and Vast Space Limited (“Vast Space”) also entered into a letter agreement (the “Side
Letter”).
PPP #3 has a principal amount of $2,160,000, which
includes an original issue discount of $160,000. The purchase price for PPP #3 is $2,000,000. PPP #3 is unsecured and will accrue interest
at the rate of eight percent (8%) per annum. The proceeds from PPP #3 are expected to be used for working capital and other corporate
purposes.
Commencing on January 1, 2027, the Company may
make monthly cash payments of $300,000 on the first day of each calendar month while any balance remains outstanding (the “Amortization
Payments”). If the Company fails to make any Amortization Payment by the applicable due date, the Investor has the right to
require the Company to issue and sell Class A Ordinary Shares in the respective calendar month in an aggregate amount (the “Purchase
Amount”) up to the higher of (i) $300,000 or (ii) ten percent (10%) of the aggregate dollar trading volume of the Class A Ordinary
Shares on all trading markets for the immediately preceding calendar month. The purchase price per Class A Ordinary Share will be 85%
of the lower of (i) the closing trade price on the trading day immediately prior to the purchase notice date or (ii) the average of the
daily VWAPs (as defined in PPP #3) during the ten (10) trading days immediately prior to the purchase notice date. The Investor shall
pay the purchase price of the Class A Ordinary Shares by offsetting the Purchase Amount against the outstanding balance under PPP #3.
Notwithstanding the foregoing, in no event may the Investor beneficially own, together with its affiliates, more than 9.99% of the Company’s
outstanding Class A Ordinary Shares as a result of any share issuance under PPP #3. If the Company repays more than fifty percent (50%)
of the purchase price of PPP #3 in cash through the Amortization Payments, all subsequent Amortization Payments will be subject to a twenty-five
percent (25%) payment fee.
The Company may, upon five (5) trading days’
prior written notice, prepay in cash all of the outstanding balance under PPP #3 in an amount equal to 110% of the outstanding balance.
Any remaining outstanding balance is due and payable in cash on the first anniversary of the date on which the PPP #3 purchase price is
delivered to the Company.
Pursuant to the Side Letter, the Company agreed
to issue and sell 5,250,000 Class A Ordinary Shares to the Investor for a purchase price of $0.0001 per share (the “Additional
Pre-Delivery Shares”) within five (5) business days of execution of the Side Letter. The Additional Pre-Delivery Shares are
subject to the same terms and provisions set forth in Section 10 of the Purchase Agreement, including restrictions on transfer and the
Company’s repurchase right upon repayment of all Pre-Paid Purchases.
The Side Letter also provides that until such
time as all Pre-Paid Purchases have been paid in full and the Purchase Agreement has been terminated, the Company shall not directly or
indirectly make, permit, authorize, accelerate, compromise, settle, offset, exchange, restructure or otherwise transfer any value in respect
of any earnout payments to Vast Space owed in connection with the Company’s acquisition of AlloyX Limited. Any breach or default
by the Company of any term or provision of the Side Letter will be deemed a Trigger Event (as defined below) under all outstanding Pre-Paid
Purchases.
The Class A Ordinary Shares issuable pursuant
to PPP #3, as well as the Additional Pre-Delivery Shares, are being offered by the Company pursuant to an effective shelf registration
statement on Form F-3 (File No. 333-282552), as amended (the “Shelf Registration Statement”), which became
effective on November 8, 2024, and pursuant to a prospectus supplement filed with the Securities and Exchange Commission.
Upon the occurrence of a trigger event, as defined
in PPP #3 (the “Trigger Event”), the Investor may increase the outstanding balance by ten percent (10%) for each Trigger
Event occurrence, provided that the Trigger Effect may be applied up to three (3) times (the “Trigger Effect”). Following
any Trigger Event, the Investor may provide written notice to the Company demanding that the Company cure the Trigger Event within ten
(10) calendar days. If the Company fails to cure the Trigger Event within such cure period, the Trigger Event will automatically become
an event of default under PPP #3. Upon an event of default, the Investor may accelerate the outstanding balance, making such amount immediately
due and payable in cash at the mandatory default amount, which equals the outstanding balance after application of the Trigger Effect,
and the interest will accrue at a rate of the lesser of eighteen percent (18%) per annum or the maximum rate permitted under applicable
law.
The
foregoing description of PPP #3 and the Side Letter and the transactions contemplated thereby does not purport to be complete and is qualified
in its entirety by reference to the full text of those documents, which are filed as exhibits hereto and are incorporated herein by reference.
The information contained in this report on Form
6-K is hereby incorporated by reference into the Shelf Registration Statement, the Company’s registration statement on Form F-3
(File No. 333-290894) and the Company’s registration statement on Form S-8 (File No. 333-275337) and shall be a part thereof from
the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished. This
report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification
under the securities laws of any such state or jurisdiction.
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.
| Date: September 21, 2026 |
SOLOWIN HOLDINGS |
| |
|
| |
/s/ Ling Ngai Lok |
| |
Name: |
Ling Ngai Lok |
| |
Title: |
Chief Executive Officer |
EXHIBIT
INDEX
| Exhibit No. |
|
Description of Exhibit |
| 5.1 |
|
Opinion of Conyers Dill & Pearman |
| 10.1 |
|
Pre-Paid Purchase #3, dated September 21, 2026, between SOLOWIN HOLDINGS and Streeterville Capital, LLC |
| 10.2 |
|
Letter Agreement, dated September 21, 2026, among Streeterville Capital, LLC, SOLOWIN HOLDINGS and Vast Space Limited |
| 23.1 |
|
Consent of Conyers Dill & Pearman (included in Exhibit 5.1) |
