华赢控股美股招股说明书(2025-06-06版)

SOLOWIN HOLDINGS 2,000,000 Class A Ordinary SharesWarrants to Purchase up to 4,000,000 Class A Ordinary Shares4,000,000 Class A Ordinary Shares Issuable upon Exercise of the Warrants Pursuant to this prospectus supplement and the accompanying prospectus, SOLOWIN HOLDINGS, a Cayman Islands exemptedholding company (“Solowin”), is offering 2,000,000 class A ordinary shares (the “Shares”), $0.0001 par value per share (the “Class AOrdinary Shares”) together with warrants to purchase up to 4,000,000 Class A Ordinary Shares at an exercise price of $1.0 per share(the “Warrants”). The Warrants have a term of 36 months and are exercisable by the holders for cash at any time on or after the date ofissuance. Holders of the Warrants also have the right to exercise the Warrants on a cashless basis starting one month after the issuancedate. Each Share is being sold together with a Warrant to purchase two (2) Class A Ordinary Share. The offering price for each Share andaccompanying Warrant is $0.8. The Shares and the Warrants will be issued separately but can only be purchased together in thisoffering.The Class A Ordinary Shares issuable from time to time pursuant to the exercise of the Warrants are also being offeredpursuant to this prospectus supplement and the accompanying prospectus. Our issued and outstanding share capital consists of Class A Ordinary Shares, and Class B ordinary shares, par value $0.0001 per share(the “Class B Ordinary Shares”). Class A Ordinary Shares are entitled to one (1) vote per share. Class B Ordinary Shares are entitled toten (10) votes per share. Class B Ordinary Shares are convertible into Class A Ordinary Shares on a 1:1 basis as follows: (i) at theoption of the holder of Class B Ordinary Shares without the payment of additional consideration, and (ii) automatically upon any sale,transfer, assignment or disposition of Class B Ordinary Shares to a person or entity which is not an affiliate of such holder. Class AOrdinary Shares are not convertible into Class B Ordinary Shares under any circumstances. Other than voting and conversion rights,Class A Ordinary Shares and Class B Ordinary Shares have the same rights and preferences and rank equally. Class A Ordinary Sharesand Class B Ordinary Shares, collectively, are referred to as “Ordinary Shares” in this prospectus supplement. The Class A Ordinary Shares are listed on the NASDAQ Capital Market under the symbol “SWIN.” The last reported sale price of theClass A Ordinary Shares on the NASDAQ Capital Market on June 6, 2025, was $1.57per share. As of the date of this prospectussupplement, the aggregate market value of outstanding Class A Ordinary Shares held by non-affiliates was approximately $79.9million, based on 39,546,060 Class A Ordinary Shares and 8,040,000 Class B Ordinary Shares issued and outstanding, of which all39,546,060 Class A Ordinary Shares were held by non-affiliates, and the last sale price of $2.02 per Class A Ordinary Share as reportedby the Nasdaq Capital Market on May 1, 2025, which was the highest closing price within the last 60 days prior to the date of thisprospectus supplement. There is no established public trading market for the Warrants and we do not expect a market to develop. In addition, we do not intendto apply for listing of the Warrants on any national securities exchange. Please read “Risk Factors” beginning on page S-19 of this prospectus supplement and on page 12 of the accompanyingprospectus. Neither the Securities and Exchange Commission nor any states securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. We expect that delivery of the securities offered pursuant to this prospectus supplement and the accompanying prospectus will bemade on or aboutJune 9, 2025, subject to customary closing conditions. The date of this prospectus supplement is June 6, 2025 TABLE OF CONTENTS Prospectus Supplement PageAbout this Prospectus SupplementS-iiForward-Looking InformationS-ivProspectus SummaryS-1Risk FactorsS-19Use of ProceedsS-52Capitalization and IndebtednessS-53Description of Share CapitalS-54Description of Securities We Are OfferingS-63Plan of DistributionS-64Legal MattersS-64ExpertsS-64Incorporation of Certain Information by ReferenceS-65Where You Can Find More InformationS-66 Prospectus PageAbout This ProspectusiiProspectus Summary1Risk Factors12Forward-Looking Statements42Use of Proceeds42Capitalization and Indebtedness42Description of Share Capital43Description of Debt Securities43Description of Warrants52Description of Rights53Description of Units54Selling Shareholder55Taxation55Plan of Distribution56Expenses of Issuance and Distribution58Legal Matters58Experts58Indemnification58Enforcement of Civil Liabilities59Material Changes60Where You Can Find Additional Information60Incorporation of Certain Information by Reference61