As
filed with the Securities and Exchange Commission on November 25, 2025
Registration
No. 333-290894
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
AMENDMENT
NO.1
TO
FORM
F-3
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
SOLOWIN
HOLDINGS
(Exact
name of registrant as specified in its charter)
Not
Applicable
(Translation
of registrant’s name into English)
| Cayman
Islands |
|
Not
Applicable |
(State
or other jurisdiction of
incorporation or organization) |
|
(I.R.S.
Employer
Identification Number) |
Room
1910-1912A, Tower 3, China Hong Kong City
33
Canton Road, Tsim Sha Tsui, Kowloon
Hong
Kong
+852
3428-3893
(Address
and telephone number of registrant’s principal executive offices)
Cogency
Global Inc.
122
East 42nd Street, 18th Floor
New
York, NY 10168
(800)
221-0102
(Name,
address, and telephone number of agent for service)
Copies
to:
Kevin
(Qixiang) Sun, Esq.
Bevilacqua
PLLC
1050
Connecticut Avenue, NW, Suite 500
Washington,
DC 20036
(202)
869-0888
Approximate
date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If
only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the
following box. ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging
growth company ☒
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided
pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
†
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards
Board to its Accounting Standards Codification after April 5, 2012.
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
SOLOWIN
HOLDINGS is filing this Amendment No. 1 (this “Amendment No. 1”) to the Registration Statement on Form F-3 (Registration
No. 333-290894), as an exhibit-only filing. Accordingly, this Amendment No. 1 consists only of the facing page, this explanatory note,
Part II of the Registration Statement, the signature pages to the Registration Statement, and the exhibits being filed with this Amendment
No. 1. The prospectus is unchanged and has been omitted.
PART
II
INFORMATION
NOT REQUIRED IN THE PROSPECTUS
Item
8. Indemnification of Directors and Officers.
Cayman
Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification
of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public
policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Solowin’s second amended
and restated memorandum and articles of association provide that Solowin shall indemnify its directors and officers, and their personal
representatives, against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by
such persons, other than by reason of such person’s dishonesty, willful default or fraud, in or about the conduct of the company’s
business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his or her duties, powers,
authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities
incurred by such persons in defending (whether successfully or otherwise) any civil proceedings concerning the Company or its affairs
in any court whether in the Cayman Islands or elsewhere.
Under
indemnification agreements between Solowin and each of its directors and officers, Solowin has agreed to indemnify its directors and
executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their
being such a director or executive officer.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling
us under the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
At
present, there is no pending litigation or proceeding involving any of our directors or officers where indemnification will be required
or permitted. We are not aware of any threatened litigation or proceeding that might result in a claim for such indemnification.
Item
9. Exhibits.
| Exhibit
No. |
|
Description |
| 5.1* |
|
Legal Opinion of Conyers Dill & Pearman |
| 21.1* |
|
List of Subsidiaries |
| 23.1+ |
|
Consent of WWC, P.C. |
| 23.2* |
|
Consent of Conyers Dill & Pearman (included in Exhibit 5.1) |
| 24.1* |
|
Power of Attorney (included on the signature page hereof) |
| 107* |
|
Filing Fee Table |
| * |
Filed
previously. |
| + |
Filed
herewith. |
Item
10. Undertakings.
| |
(a) |
The
undersigned registrant hereby undertakes: |
| |
(1) |
To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| |
(i) |
to
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
| |
(ii) |
to
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set
forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable,
in the effective registration statement; and |
| |
(iii) |
to
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement, |
provided,
however, that subsections (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment
by those subsections is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of
prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
| |
(2) |
That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. |
| |
(3) |
To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering. |
| |
(4) |
To
file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F
at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required
by Section 10(a)(3) of the Act (15 U.S.C. 77j(a)(3)) need not be furnished, provided that the registrant includes in the prospectus,
by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary
to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding
the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial
statements and information required by Section 10(a)(3) of the Act or Item 8.A of Form 20-F if such financial statements and information
are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3. |
| |
(5) |
That,
for the purpose of determining liability under the Securities Act of 1933, as amended, to any purchaser: |
| |
(i) |
Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this registration statement as of the
date the filed prospectus was deemed part of and included in this registration statement; and |
| |
(ii) |
Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of this registration statement in reliance
on Rule 430B relating to an offer made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by section 10(a) of the Securities Act of 1933, as amended, shall be deemed to be part of and included in this registration
statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract
of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract
of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document immediately prior to such effective date. |
| |
(6) |
That,
for the purpose of determining liability of the registrant under the Securities Act of 1933, as amended, to any purchaser in the
initial distribution of the securities: |
The
undersigned registrant undertakes that in an offering of securities of the undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser
by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered
to offer or sell such securities to such purchaser:
| |
(i) |
Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424; |
| |
(ii) |
Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by
the undersigned registrant; |
| |
(iii) |
The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and |
| |
(iv) |
Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
| |
(b) |
That,
for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the registrant’s annual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended),
that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof. |
| |
(c) |
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed
by the final adjudication of such issue. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Hong Kong SAR, on November 25, 2025.
| |
SOLOWIN
HOLDINGS |
| |
|
| |
By: |
/s/
Ling Ngai Lok |
| |
|
Ling
Ngai Lok |
| |
|
Chairman
and Chief Executive Officer |
POWER
OF ATTORNEY
Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by each of the following persons
in the capacities and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Ling Ngai Lok |
|
Chairman
and Chief Executive Officer (Principal Executive Officer) |
|
November
25, 2025 |
| Ling
Ngai Lok |
|
|
|
|
| |
|
|
|
|
| /s/
Lili Liu |
|
Chief
Financial Officer (Principal Financial and Accounting Officer) |
|
November
25, 2025 |
| Lili
Liu |
|
|
|
|
| |
|
|
|
|
| /s/
* |
|
Director
|
|
November
25, 2025 |
| Xue
Yao |
|
|
|
|
| |
|
|
|
|
| /s/
* |
|
Independent
Director |
|
November
25, 2025 |
| Wing
Yan Ho |
|
|
|
|
| |
|
|
|
|
| /s/
* |
|
Independent
Director |
|
November
25, 2025 |
| Cha
Hwa Chong |
|
|
|
|
| |
|
|
|
|
| /s/
* |
|
Independent
Director |
|
November
25, 2025 |
| Ho
Kuen Tam |
|
|
|
|
| |
|
|
|
|
| /s/
* |
|
Independent
Director |
|
November
25, 2025 |
| Yang
Wang |
|
|
|
|
| |
|
|
|
|
| /s/
* |
|
Director |
|
November
25, 2025 |
| Haokang
Zhu |
|
|
|
|
| *By: |
/s/
Ling Ngai Lok |
|
| |
Ling
Ngai Lok |
|
| |
Chairman
and Chief Executive Officer |
|
| |
Attorney-in-Fact |
|
SIGNATURE
OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant
to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of SOLOWIN HOLDINGS has signed
this registration statement or amendment thereto in New York on November 25, 2025.
| |
Cogency
Global Inc. |
| |
|
| |
Authorized
U.S. Representative |
| |
|
| |
By: |
/s/
Colleen A. De Vries |
| |
Name: |
Colleen
A. De Vries |
| |
Title: |
Senior
Vice President on
behalf of Cogency Global Inc. |
II-5
