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: October 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 ☐
Explanatory Note
ATM Offering
On October 22, 2026, Solowin Holdings (the “Company”),
an exempted company incorporated in the Cayman Islands, entered into an at-the-market sales agreement (the “Sales Agreement”)
with Chaince Securities, LLC, as sales agent (the “Agent”), pursuant to which the Company may offer and sell, from
time to time through the Agent, Class A ordinary shares, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”,
the Class A Ordinary Shares to be sold pursuant to the Sales Agreement, the “Shares”). The offer and sale of the Shares,
if any, will be made pursuant to the Company’s shelf registration statement on Form F-3 (File No. 333-282552), including the base
prospectus contained therein, which was initially filed with the United States Securities and Exchange Commission (the “Commission”)
on November 8, 2024, and was declared effective, as amended, by the Commission on November 8, 2024, and as supplemented by the prospectus
supplement, dated October 22, 2026, filed with the Commission pursuant to Rule 424(b)(5) of the Securities Act of 1933, as amended (the
“Securities Act”), relating to the Shares which may be issued from time to time pursuant to the Sales Agreement, (the
“Prospectus Supplement”). Pursuant to the Prospectus Supplement, the Company may offer and sell up to $50,000,000 of
the Shares.
Under the Sales Agreement, subject to the terms
of the placement notice defined in the Sales Agreement, the Agent may sell Placement Shares by any method permitted by law deemed to be
an “at-the-market offering” as defined in Rule 415 under the Securities Act.
The Company is not obligated to make any sales
of Shares under the Sales Agreement and no assurance can be given that it will sell any Shares under the Sales Agreement, or, if it does,
as to the price or number of Shares that it will sell, or the dates on which any such sales will take place. The aggregate compensation
payable to the Agent as sales agent shall be (i) a cash fee equal to 3.0% of the aggregate gross proceeds and (ii) non-accountable expense
allowance equal to 1.0% of the aggregate gross proceeds from each closing of Placement Shares sold pursuant to the Sales Agreement.
In addition, the Company has agreed in the Sales
Agreement to provide indemnification and contribution to the Agent against certain liabilities, including liabilities under the Securities
Act. The Sales Agreement also contains customary representations and warranties and conditions to the sale of the Shares pursuant thereto.
The foregoing is not a complete description of
the Sales Agreement and is qualified by reference to the full text and terms of the Sales Agreement, which is filed as Exhibit 10.1 to
this current report and incorporated herein by reference.
The Company plans to use the net proceeds from
this offering primarily for working capital and general corporate purposes, stablecoin-related initiatives and payment infrastructure
development, and, to the extent sufficient proceeds are available, for artificial intelligence and high-performance computing data center
development, personnel and marketing expenses and potential strategic acquisitions. Because there is no minimum offering amount required
as a condition of this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable
at this time. There can be no assurance that we will sell any shares under or fully utilize the Sales Agreement as a source of financing.
Notes Offering
On September 10, 2026,
the Company closed the transactions contemplated by two securities purchase agreements, in the same form, (the “Purchase Agreements”),
dated as of September 10, 2026, with two institutional investors (the “Investors”) respectively.
Pursuant to the Purchase
Agreements, the Company issued and delivered to each Investor a promissory note in the principal amount of $ 425,000.00, inclusive of
$30,000 original issuance discount. The Company also issued an aggregate of 100,000 Class A Ordinary Shares, to the Investors, respectively,
as commitment shares (the “Commitment Shares”), as additional consideration in connection with the issuance of the
Notes.
The foregoing descriptions
of the Purchase Agreements and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text
of the forms of the Purchase Agreements and the Notes, which are filed as exhibits to this Current Report on Form 6-K and incorporated
herein by reference.
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. 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: October 22, 2026 |
SOLOWIN HOLDINGS |
| |
|
| |
/s/ Ling Ngai Lok |
| |
Name: |
Ling Ngai Lok |
| |
Title: |
Chief Executive Officer |
EXHIBIT
INDEX
| Exhibit No. |
|
Description of Exhibit |
| 4.1 |
|
Form of the convertible note issued on September 10, 2026 |
| 5.1 |
|
Opinion of Conyers Dill & Pearman |
| 10.1 |
|
Sales Agreement, dated October 22, 2026, by and between the Company and Chaince Securities, LLC |
| 10.2 |
|
Form of the securities purchase agreement, by and between the Company and the Investors, dated September 10, 2026 |
| 23.1 |
|
Consent of Conyers Dill & Pearman (included in Exhibit 5.1) |
