Solowin Holdings (NASDAQ: SWIN) closes 100% acquisition of AlloyX Limited

Rhea-AI Filing Summary

Solowin Holdings has completed its previously announced acquisition of AlloyX Limited. The company closed the share purchase on September 3, 2025, acquiring 100% of AlloyX’s issued and outstanding shares, so AlloyX is now a wholly owned subsidiary. This means Solowin fully controls AlloyX’s operations and results going forward. As of September 3, 2025, Solowin had 155,825,986 Class A ordinary shares and 31,371,599 Class B ordinary shares issued and outstanding, giving investors a clear picture of the company’s equity structure at the time of closing.

Insights

Cross-border M&A analyst

Solowin closes 100% acquisition of AlloyX, expanding its corporate structure.

Solowin Holdings has finalized the purchase of 100% of AlloyX Limited, making AlloyX a wholly owned subsidiary as of September 3, 2025. This full ownership structure typically allows the buyer to integrate strategy, branding, and financial reporting without minority shareholder constraints.

The report does not quantify AlloyX’s size or financial contribution, so it is not possible to assess the transaction’s economic magnitude from this disclosure alone. However, converting AlloyX into a wholly owned subsidiary means AlloyX’s assets, liabilities, and results will be consolidated, subject to applicable reporting standards.

The company also discloses that, as of September 3, 2025, it had 155,825,986 Class A and 31,371,599 Class B ordinary shares outstanding. This equity snapshot provides context for any future updates where the company may describe AlloyX’s impact on revenue, earnings, or strategic positioning in subsequent filings.

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 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of September 2025

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 offices)

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 ☐

Completion of Acquisition of AlloyX

As previously reported, on August 11, 2025, SOLOWIN HOLDINGS (the “Company”) entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with AlloyX Limited (“AlloyX”) and its shareholders (each a “Seller,” and together, the “Sellers”), pursuant to which the Company agreed to purchase from the Sellers 100% of the issued and outstanding shares of AlloyX (the “Acquisition”). The Acquisition was completed on September 3, 2025.

Upon the closing of the Acquisition, AlloyX became a wholly owned subsidiary of the Company.

On September 3, 2025, the Company issued a press release announcing the closing of the Acquisition. A copy of the press release is furnished herewith as Exhibit 99.1.

As of September 3, 2025, the Company has 155,825,986 Class A ordinary shares and 31,371,599 Class B ordinary shares issued and outstanding.

Exhibits

Exhibit No.		Description
99.1		Press Release dated September 3, 2025

1 

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 3, 2025	SOLOWIN HOLDINGS
	By:	/s/ Ling Ngai Lok
		Ling Ngai Lok
		Chief Executive Officer

2

FAQ

What transaction did Solowin Holdings (SWIN) report in this 6-K?

Solowin Holdings reported the completion of its acquisition of AlloyX Limited, purchasing 100% of AlloyX’s issued and outstanding shares so that AlloyX became a wholly owned subsidiary on September 3, 2025.

When was the AlloyX acquisition by Solowin Holdings (SWIN) completed?

The acquisition of AlloyX Limited by Solowin Holdings was completed on September 3, 2025, at which point AlloyX became a wholly owned subsidiary.

What ownership stake did Solowin Holdings acquire in AlloyX Limited?

Solowin Holdings acquired 100% of the issued and outstanding shares of AlloyX Limited, giving it full ownership and control of the company.

How many Solowin Holdings (SWIN) shares were outstanding after the AlloyX acquisition closed?

As of September 3, 2025, Solowin Holdings had 155,825,986 Class A ordinary shares and 31,371,599 Class B ordinary shares issued and outstanding.

Did Solowin Holdings issue any press release about the AlloyX acquisition closing?

Yes. On September 3, 2025, Solowin Holdings issued a press release announcing the closing of the AlloyX acquisition, which is furnished as Exhibit 99.1 to the report.

What type of SEC filing did Solowin Holdings (SWIN) use to report the AlloyX acquisition completion?

Solowin Holdings used a Form 6-K report of foreign private issuer to disclose the completion of its acquisition of AlloyX Limited.