SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
SOLOWIN HOLDINGS
(Name of Issuer)
Class A Ordinary Shares, $0.0001 par value
(Title of Class of Securities)
G82759104
(CUSIP Number)
07/02/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G82759104
1
Names of Reporting Persons
Vulcan Worldwide Holdings Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
772,872.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
772,872.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
772,872.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.576 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: This Amendment No. 1 to Schedule 13G ("Amendment No. 1") amends and supplements the information set forth in the Schedule 13G filed by the Reporting Persons with the U.S. Securities and Exchange Commission (the "SEC") on February 13, 2024 (together with this Amendment No. 1, the "Schedule 13G"). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms previously reported in the Schedule 13G. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13G.
This Amendment No. 1 constitutes an exit filing for the Reporting Persons as the Reporting Persons own less than five percent (5%) of the Class A ordinary shares of the Issuer.
*This percentage is calculated based on 49,046,060 Class A ordinary shares of the Issuer issued and outstanding as of June 30, 2025.
SCHEDULE 13G
CUSIP No.
G82759104
1
Names of Reporting Persons
Xiaohang Zhang
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CHINA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
772,872.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
772,872.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
772,872.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.576 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: *This percentage is calculated based on 49,046,060 Class A ordinary shares of the Issuer issued and outstanding as of June 30, 2025.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
SOLOWIN HOLDINGS
(b)
Address of issuer's principal executive offices:
Room 1910-1912A, Tower 3, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong
Item 4.
Ownership
(a)
Amount beneficially owned:
See row (9) of the cover page to this Amendment No. 1 for the aggregate amount of the Class A ordinary shares beneficially owned by each Reporting Person.
(b)
Percent of class:
See row (11) of the cover page to this Amendment No. 1 for the percentage of the Class A ordinary shares beneficially owned by each Reporting Person.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See row (5) of the cover page to this Amendment No. 1 for the shares as to which each Reporting Person has the sole voting power.
(ii) Shared power to vote or to direct the vote:
See row (6) of the cover page to this Amendment No. 1 for the shares as to which each Reporting Person has the shared voting power.
(iii) Sole power to dispose or to direct the disposition of:
See row (7) of the cover page to this Amendment No. 1 for the shares as to which each Reporting Person has the sole dispositive power.
(iv) Shared power to dispose or to direct the disposition of:
See row (8) of the cover page to this Amendment No. 1 for the shares as to which each Reporting Person has the shared dispositive power.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 10.
Certifications:
Not Applicable
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.
Vulcan Worldwide Holdings Limited
Signature:
/s/ Xiaohang Zhang
Name/Title:
Xiaohang Zhang/Director
Date:
07/02/2025
Xiaohang Zhang
Signature:
/s/ Xiaohang Zhang
Name/Title:
Xiaohang Zhang
Date:
07/02/2025
Exhibit Information
Agreement by and between Vulcan Worldwide Holdings Limited and Xiaohang Zhang. with respect to the filing of this Schedule 13G.*
*Previously filed as an exhibit to Vulcan Worldwide Holdings Limited and Xiaohang Zhang's Schedule 13G filed with the SEC on February 13, 2024.
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