Solowin agrees to $1.2M share sale to CEO's firm

Class B shares carry 50 votes each, and Mr. Lok's post-placement holdings will represent 95.17% of aggregate voting power.

Available on EDGAR 11/06/2026 - 06:03 AM EST Accepted by SEC EDGAR 11/05/2026 - 06:00 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

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.

0 points · 0 major

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1 major · 2 points

Hollow bars mark forward-looking points. How the balance works

Positive

• None.

Negative

• Major pointThe placement price equals approximately 70% of the November 4, 2026 Class A closing price.
• Minor point. Forward-looking: it has not happened yet and may not happen.Mr. Lok's stated holdings will represent approximately 95.17% of aggregate voting power.

Filing Explained

If completed, a purchaser’s transfer of Class B shares to a nonaffiliate converts them from fifty-vote shares into one-vote Class A shares.

The company entered the SPA, but closing remains subject to customary conditions; if completed, the purchaser’s agreed Class B shares carry 50 votes each.

The shares are unregistered and subject to transfer restrictions, and are not exchange-listed; a transfer by the purchaser to a nonaffiliate automatically converts them one-for-one into Class A shares, which carry one vote each.

Key Figures

Class B ordinary shares to be issued: 1,000,000 shares Purchase price: $1.20 per share Gross proceeds: $1,200,000 +5 more

8 metrics

Class B ordinary shares to be issued 1,000,000 shares Private Placement

Purchase price $1.20 per share Class B ordinary shares

Gross proceeds $1,200,000 Private Placement

Purchase price relative to Class A closing price approximately 70% Comparison with the November 4, 2026 Class A closing price

Class A closing price $1.71 per share November 4, 2026

Votes represented by Mr. Lok's stated holdings 57,959,561 votes As a result of the Private Placement

Aggregate voting power represented by Mr. Lok's stated holdings approximately 95.17% As a result of the Private Placement

Votes per Class B ordinary share 50 votes Each Class A ordinary share carries one vote

Key Terms

offshore transaction, Regulation S, home country practice, acting in concert agreement

4 terms

offshore transaction regulatory

"issued in an “offshore transaction” to a non-U.S. person"

Regulation S regulatory

"in reliance on Regulation S promulgated under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

home country practice regulatory

"rely on home country practice in lieu of certain Nasdaq corporate governance requirements"

The customary professional, regulatory and operational standards and practices that are typical or legally recognized in the country where an organization or individual is domiciled. It describes how business, medical care, legal procedures or regulatory compliance are normally carried out under that country’s laws, guidelines and industry norms, and is used to distinguish those local routines from practices required by other countries or by international standards. It does not imply universality—home country practice can differ materially from practices elsewhere and may need adjustment to meet foreign regulatory or market expectations.

acting in concert agreement regulatory

"pursuant to an acting in concert agreement"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many AXG Class B shares is Solowin issuing, and at what price?

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.

What voting and transfer rights do AXG Class B shares have?

Each Class B ordinary share carries 50 votes, compared with one vote for each Class A ordinary share. A transfer to a person or entity that is not an affiliate of the purchaser automatically converts the transferred Class B shares into an equal number of Class A shares. The Class B shares are unregistered and subject to transfer restrictions.

Why did Solowin not hold a shareholder vote on the AXG private placement?

Solowin relied on its elected home-country practice in lieu of certain Nasdaq corporate-governance requirements and, on that basis, did not convene a general meeting to approve the private placement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 6-K: How Foreign Companies Report to the SEC →

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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: November 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 ☐

Entry into a Material Definitive Agreement

On November 5, 2026, SOLOWIN HOLDINGS, an exempted company incorporated in the Cayman Islands (the “Company”), entered into a securities purchase agreement (the “SPA”) with Gemini Asia Holdings Limited (the “Purchaser”). Mr. Ling Ngai Lok (“Mr. Lok”), the Chairman of the Board of Directors (the “Board”) and Chief Executive Officer of the Company, is the ultimate beneficial owner of the Purchaser.

Pursuant to the SPA, the Purchaser agreed to subscribe for and purchase from the Company, and the Company agreed to issue and sell to the Purchaser, an aggregate of 1,000,000 Class B ordinary shares, par value US$0.02 per share (the “Class B Ordinary Shares”), for a purchase price of US$1.20 per share, resulting in aggregate gross proceeds of US$1,200,000 (the “Private Placement”). The purchase price per Class B Ordinary Share is equal to approximately 70% of the closing price per Class A ordinary share, par value US$0.02 per share, of the Company (the “Class A Ordinary Shares”) on The Nasdaq Stock Market LLC on November 4, 2026, which was US$1.71 per Class A Ordinary Share. The closing of the Private Placement will occur on or around November 20, 2026, subject to the satisfaction or waiver of customary closing conditions.

As a result of the Private Placement, Mr. Lok will beneficially own 116,661 Class A Ordinary Shares and 1,156,858 Class B Ordinary Shares of the Company, including 19,800 Class B Ordinary Shares held by Fortune Dynasty Global Limited (“Fortune Dynasty”), a Seychelles company wholly owned and controlled by Ms. Xue Yao, over which Mr. Lok may be deemed to share voting power pursuant to an acting in concert agreement. Such shares will represent 57,959,561 votes, or approximately 95.17% of the aggregate voting power of the Company’s outstanding Class A and Class B Ordinary Shares. Mr. Lok disclaims beneficial ownership of the shares held by Fortune Dynasty except to the extent of his pecuniary interest therein, if any.

As disclosed above, Mr. Lok is a related party to the Private Placement. The Private Placement was reviewed and approved by the audit committee of the Board and the disinterested directors of the Company, with Mr. Lok recusing himself from all deliberations and voting on the transaction.

The Company intends to use the net proceeds from the Private Placement for general working capital and corporate purposes.

The Class B Ordinary Shares issued pursuant to the SPA have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are being issued in an “offshore transaction” to a non-U.S. person in reliance on Regulation S promulgated under the Securities Act. The securities are subject to transfer restrictions and bear restrictive legends indicating that such securities have not been registered under the Securities Act and may not be offered, sold, pledged or otherwise transferred except in compliance with Regulation S, pursuant to an effective registration statement, pursuant to an available exemption from the registration requirements of the Securities Act, or to the Company, in each case in accordance with all applicable securities laws.

The Class B Ordinary Shares are not listed or traded on any securities exchange. Each Class B Ordinary Share carries fifty (50) votes, whereas each Class A Ordinary Share carries one (1) vote. Upon any sale, transfer, assignment or disposition of Class B Ordinary Shares by the Purchaser to any person or entity that is not an affiliate of the Purchaser, the Class B Ordinary Shares validly transferred to such person or entity will automatically and immediately convert into an equal number of Class A Ordinary Shares, in each case in accordance with and subject to the Company’s currently effective memorandum and articles of association.

As previously disclosed in the Company’s annual report on Form 20-F for the fiscal year ended March 31, 2026, the Company, as a foreign private issuer, has elected to rely on home country practice under Nasdaq Listing Rule 5615(a)(3) in lieu of certain Nasdaq corporate governance requirements, including Nasdaq Listing Rules 5635(c), 5635(d) and 5640. Accordingly, the Company did not convene a general meeting of shareholders to approve the Private Placement.

The SPA includes customary representations, warranties and covenants by the Company and the Purchaser, and customary indemnification obligations of each party.

The foregoing description of the SPA does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the SPA, which is filed as Exhibit 10.1 to this report on Form 6-K.

This report does not constitute an offer to sell or a solicitation of an offer to buy any securities, 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 registration or qualification under the securities laws of any such jurisdiction.

Incorporation by Reference

The information contained in this report on Form 6-K is hereby incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-282552) 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.

1

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
10.1		Securities Purchase Agreement, by and between the Company and Gemini Asia Holdings Limited, dated November 5, 2026.

2

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: November 5, 2026	SOLOWIN HOLDINGS
	/s/ Feixuan Xia
	Name:	Feixuan Xia
	Title:	Chief Financial Officer

3

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 SECURITIES PURCHASE AGREEMENT, BY AND BETWEEN THE COMPANY AND GEMINI ASIA HOLDIN 92.1 KB