[SCHEDULE 13D] Solowin Holdings SEC Filing

Rhea-AI Filing Summary

Solowin Holdings received a package of shares as consideration for acquiring 100% of AlloyX on August 11, 2025. The Schedule 13D is jointly filed by Gemini Asia Holdings Limited, VAST SPACE LIMITED, WELL INSIGHT LIMITED and Ling Ngai Lok, who together disclose significant holdings in the issuer.

The filing shows the Reporting Persons’ beneficial ownership using totals of 155,825,986 Class A and 31,371,599 Class B ordinary shares. Class B shares convert 1:1 into Class A. Reported holdings: Ling Ngai Lok 74,074,796 shares (40.43%); VAST SPACE 46,663,197 (26.05%); WELL INSIGHT 23,331,599 (14.97%); Gemini Asia 4,080,000 (2.55%). The shares issued to VAST SPACE and WELL INSIGHT were part of the AlloyX purchase consideration. The Reporting Persons state they have made no proposals or agreements described in Item 4 and disclose only a Joint Filing Agreement as an arrangement.

Positive

• Acquisition completed with consideration disclosed: AlloyX acquired and sellers received issuer shares as payment
• Transparent ownership disclosure showing precise share counts and percentages using stated share totals
• Class B conversion clarity: Class B ordinary shares are convertible into Class A on a 1:1 basis, explicitly stated

Negative

• High ownership concentration: Reporting Persons collectively control a large stake (e.g., Ling Ngai Lok 40.43%) which may affect shareholder voting dynamics
• No additional governance arrangements disclosed beyond a Joint Filing Agreement, leaving future intentions and agreements with respect to voting or control unspecified

Insights

Financial Analyst

TL;DR: Filing discloses a large, concentrated ownership position (40.43% beneficial) following an acquisition paid partly in stock.

The Schedule 13D documents a material post-transaction ownership stake by the Reporting Persons arising from Solowin's acquisition of AlloyX. The ownership figures are substantial relative to the issued share counts provided: combined holdings equate to 74,074,796 shares (40.43%) on the stated basis. The disclosure is narrowly focused on ownership and the share-for-acquisition consideration; it does not disclose additional governance arrangements or future plans. For investors, the key takeaway is a clear change in ownership concentration that may influence voting outcomes given the 1:1 convertibility of Class B to Class A shares.

M&A Specialist

TL;DR: Transaction consideration included over 46 million combined Class A/B shares, indicating a significant equity-funded acquisition.

The filing confirms that Solowin paid part of the AlloyX purchase price by issuing equity: VAST SPACE received 23,331,598 Class A and 23,331,599 Class B shares; WELL INSIGHT received 23,331,599 Class A shares. These equity transfers materially altered the company's ownership table. The Schedule 13D indicates no ancillary contractual arrangements among reporting parties beyond a Joint Filing Agreement. From an M&A perspective, using issuer shares as consideration has produced immediate concentration changes that stakeholders should monitor for potential governance and control implications.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

SOLOWIN HOLDINGS

(Name of Issuer)

Class A Ordinary Shares, $0.0001 par value

(Title of Class of Securities)

G82759104

(CUSIP Number)

Ling Ngai Lok
Room 1910-1912A, Tower 3,China Hong Kong, 33 Canton Road, Tsim Sha Tsui
Kowloon, K3, 00000
(852) 3428-3893

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/03/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G82759104

1

Name of reporting person

Gemini Asia Holdings Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 4,080,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 4,080,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

4,080,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.55 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The shares reported in Row 7, Row 9, and Row 11 represent 4,080,000 Class B ordinary shares. The percentage reported in Row 13 is calculated based on a total of 155,825,986 Class A ordinary shares and 31,371,599 Class B ordinary shares issued and outstanding of the Issuer as of September 3, 2025. Class B ordinary shares are convertible into Class A ordinary shares on a 1:1 basis at any time at the holder's option.

SCHEDULE 13D

CUSIP No. G82759104

1

Name of reporting person

VAST SPACE LIMITED

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 46,663,197.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 46,663,197.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

46,663,197.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

26.05 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The shares reported in Row 7, Row 9, and Row 11 represent 23,331,598 Class A ordinary shares and 23,331,599 Class B ordinary shares. The percentage reported in Row 13 is calculated based on a total of 155,825,986 Class A ordinary shares and 31,371,599 Class B ordinary shares issued and outstanding of the Issuer as of September 3, 2025. Class B ordinary shares are convertible into Class A ordinary shares on a 1:1 basis at any time at the holder's option.

SCHEDULE 13D

CUSIP No. G82759104

1

Name of reporting person

WELL INSIGHT LIMITED

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 23,331,599.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 23,331,599.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

23,331,599.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.97 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The shares reported in Row 7, Row 9, and Row 11 represent 23,331,599 Class A ordinary shares. The percentage reported in Row 13 is calculated based on a total of 155,825,986 Class A ordinary shares issued and outstanding of the Issuer as of September 3, 2025.

SCHEDULE 13D

CUSIP No. G82759104

1

Name of reporting person

Ling Ngai Lok

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 50,743,197.00
8	Shared Voting Power 23,331,599.00
9	Sole Dispositive Power 50,743,197.00
10	Shared Dispositive Power 23,331,599.00

11

Aggregate amount beneficially owned by each reporting person

74,074,796.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

40.43 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The shares reported in Row 11 represent 46,663,197 Class A ordinary shares and 27,411,599 Class B ordinary shares. The percentage reported in Row 13 is calculated based on a total of 155,825,986 Class A ordinary shares and 31,371,599 Class B ordinary shares issued and outstanding of the Issuer as of September 3, 2025. Class B ordinary shares are convertible into Class A ordinary shares on a 1:1 basis at any time at the holder's option.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Shares, $0.0001 par value
(b)	Name of Issuer: SOLOWIN HOLDINGS
(c)	Address of Issuer's Principal Executive Offices: Room 1910-1912A, Tower 3,China Hong Kong, 33 Canton Road, Tsim Sha Tsui, Kowloon, HONG KONG , 00000.
Item 2.	Identity and Background
(a)	This Schedule 13D is being jointly filed by: (i) Gemini Asia Holdings Limited; (ii) VAST SPACE LIMITED; (iii) WELL INSIGHT LIMITED; and (iv) Ling Ngai Lok (together, the "Reporting Persons"). Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
(b)	The address of the business office of each of the Reporting Persons is Room 1910-1912A, Tower 3, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong.
(c)	The principal business of: (i) Gemini Asia Holdings Limited, is investment holding; (ii) VAST SPACE LIMITED, is investment holding; (iii) WELL INSIGHT LIMITED, is investment holding; and (iv) Ling Ngai Lok, an individual, is the chairman and chief executive officer of the Issuer.
(d)	The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	The Reporting Persons have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Gemini Asia Holdings Limited is a company incorporated in the British Virgin Islands. VAST SPACE LIMITED is a company incorporated in the British Virgin Islands. WELL INSIGHT LIMITED is a company incorporated in the British Virgin Islands. Ling Ngai Lok is a citizen of Hong Kong Special Administrative Region of the People's Republic of China. The Reporting Persons have executed a Joint Filing Agreement, dated September 11, 2025, with respect to the joint filing of this Schedule 13D, and any amendment or amendments hereto, a copy of which is attached hereto as Exhibit 99.1.
Item 3.	Source and Amount of Funds or Other Consideration
	On August 11, 2025, the Issuer entered into a Share Purchase Agreement with AlloyX Limited ("AlloyX") and its shareholders (the "Sellers"), pursuant to which the Company purchased from the Sellers 100% of the issued and outstanding shares of AlloyX. As consideration, the Issuer paid (i) VAST SPACE LIMITED, one of the Sellers and controlled and owned by Ling Ngai Lok ("Mr. Lok"), 23,331,598 Class A ordinary shares and 23,331,599 Class B ordinary shares of the Issuer; and (ii) WELL INSIGHT LIMITED, one of the Sellers where Mr. Lok is a director, 23,331,599 Class A ordinary shares of the Issuer.
Item 4.	Purpose of Transaction
	The securities held by the Reporting Persons were acquired in connection with the transaction described in Item 3 above, except for those previously reported on the Schedule 13G filed by Gemini Asia Holdings Limited and Ling Ngai Lok on February 13, 2024. The Reporting Persons have made no proposals, and have entered into no agreements, which would be related to or would result in any of the events or matters described in part (a) through (j) of Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares and percentages of the shares beneficially owned by each of the Reporting Persons.
(b)	See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c)	Other than the transactions discussed in Item 3 hereof, the contents of which are incorporated herein by reference, the Reporting Persons did not effect any transactions in the Issuer's securities within the past 60 days.
(d)	Other than the Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Reporting Persons' securities.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Other than the Joint Filing Agreement attached as Exhibit 99.1 hereto, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any other securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Act

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Gemini Asia Holdings Limited

Signature:	/s/ Ling Ngai Lok
Name/Title:	Ling Ngai Lok/Director
Date:	09/11/2025

VAST SPACE LIMITED

Signature:	/s/ Ling Ngai Lok
Name/Title:	Ling Ngai Lok/Director
Date:	09/11/2025

WELL INSIGHT LIMITED

Signature:	/s/ Ling Ngai Lok
Name/Title:	Ling Ngai Lok/Director
Date:	09/11/2025

Ling Ngai Lok

Signature:	/s/ Ling Ngai Lok
Name/Title:	Ling Ngai Lok
Date:	09/11/2025

FAQ

What transaction triggered this Schedule 13D filing for SWIN?

The filing was triggered by Solowin's August 11, 2025 acquisition of 100% of AlloyX, where sellers received Solowin shares as consideration.

How many shares does Ling Ngai Lok beneficially own according to the filing?

The filing reports Ling Ngai Lok beneficially owns 74,074,796 shares, representing 40.43% of the combined class basis stated in the document.

What shares did VAST SPACE and WELL INSIGHT receive as part of the AlloyX deal?

VAST SPACE received 23,331,598 Class A and 23,331,599 Class B shares; WELL INSIGHT received 23,331,599 Class A shares as consideration.

What totals were used to calculate the ownership percentages?

Percentages are calculated based on 155,825,986 Class A ordinary shares and 31,371,599 Class B ordinary shares outstanding as of September 3, 2025.

Did the Reporting Persons disclose any plans to change control or governance?

No. The Reporting Persons state they have made no proposals and entered into no agreements described in Item 4 of Schedule 13D.