Solowin (NASDAQ: AXG) CEO Lok Ling Ngai details indirect share holdings

Rhea-AI Filing Summary

Solowin Holdings, Ltd. director, CEO and Chairman Lok Ling Ngai filed an initial statement of beneficial ownership. The filing shows indirect holdings of Class A and Class B ordinary shares through entities including Gemini Asia Holdings Limited, VAST SPACE LIMITED and WELL INSIGHT LIMITED. Each Class B Ordinary Share is convertible into one Class A Ordinary Share, and the reporting person disclaims beneficial ownership of shares held by WELL INSIGHT LIMITED except for any pecuniary interest.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Lok Ling Ngai

(Last) (First) (Middle)

C/O SOLOWIN HOLDINGS

33 CANTON ROAD, TSIM SHA TSUI, KOWLOON

(Street)

HONG KONG 00000

(City) (State) (Zip)

HONG KONG

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
Solowin Holdings, Ltd. [ AXG ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and Chairman

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Ordinary Shares	23,331,598	I	By VAST SPACE LIMITED(1)
Class A Ordinary Shares	23,331,599	I	By WELL INSIGHT LIMITED(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(3)	(4)	Class A Ordinary Shares	4,080,000	(3)	I	By Gemini Asia Holdings Limited(5)
Class B Ordinary Shares	(3)	(4)	Class A Ordinary Shares	23,331,599	(3)	I	By VAST SPACE LIMITED(1)

Explanation of Responses:

1. Ling Ngai Lok is the sole director and sole shareholder of VAST SPACE LIMITED, and has sole voting and investment power over the shares held by VAST SPACE LIMITED.

2. Ling Ngai Lok is the sole director of WELL INSIGHT LIMITED. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.

3. Each Class B Ordinary Share is convertible into one Class A Ordinary Share of the Issuer at any time, at the election of the holder or automatically upon certain transfers, whether or not for value.

4. A holder's Class B Ordinary Shares convert automatically upon certain transfers and may be subject to mandatory conversion into Class A Ordinary Shares upon the occurrence of certain events described in the Issuer's Second Amended and Restated Memorandum and Articles of Association.

5. Ling Ngai Lok is the sole director and sole shareholder of Gemini Asia Holdings Limited, and has sole voting and investment power over the shares held by Gemini Asia Holdings Limited.

	/s/ Ling Ngai Lok	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What does AXG’s Form 3 filing by Lok Ling Ngai disclose?

The Form 3 discloses initial beneficial ownership of Solowin Holdings, Ltd. shares by CEO and Chairman Lok Ling Ngai. It lists indirect holdings of Class A and Class B ordinary shares through several entities and clarifies how these positions are controlled and attributed.

How does Lok Ling Ngai hold Solowin (AXG) shares according to the filing?

The filing shows shares held indirectly through entities such as VAST SPACE LIMITED, WELL INSIGHT LIMITED and Gemini Asia Holdings Limited. Lok Ling Ngai is identified as sole director or shareholder of these entities, with specified voting and investment power over their Solowin share positions.

What is the significance of Solowin (AXG) Class B Ordinary Shares in this Form 3?

The Form 3 states that each Class B Ordinary Share is convertible into one Class A Ordinary Share. Conversion can occur at the holder’s election or automatically upon certain transfers or events described in Solowin’s Second Amended and Restated Memorandum and Articles of Association.

Does Lok Ling Ngai fully own all Solowin (AXG) shares reported in the Form 3?

The filing specifies that Lok Ling Ngai disclaims beneficial ownership of securities held by WELL INSIGHT LIMITED, except to the extent of any pecuniary interest. This means those shares are reported but not necessarily treated as fully beneficially owned for Section 16 purposes.

Are there any buy or sell transactions in Lok Ling Ngai’s AXG Form 3?

No buy or sell activity is reported; the Form 3 presents holding entries only. It serves as an initial statement of beneficial ownership, summarizing indirect positions in Solowin’s Class A and Class B ordinary shares rather than documenting recent trading transactions.