华赢控股美股招股说明书(2025-12-31版)

SOLOWIN HOLDINGS 512,821 Class A Ordinary Shares Pursuant to this prospectus supplement and the accompanying prospectus, SOLOWIN HOLDINGS, a Cayman Islands exemptedholding company (“Solowin”), is offering 512,821 class A ordinary shares, $0.0001 par value per share (the “Class A OrdinaryShares”), at a price of $3.90 per share directly to Fourth Paradigm International Limited (the “Investor”). The total gross proceedsSolowin expects to receive from the sale of the shares are approximately $2,000,000. The sale of the shares is expected to close on orabout February 13, 2026, subject to the satisfaction of customary closing conditions. The Investor agreed, without the Company’s priorwritten consent, not to sell, transfer, assign, pledge or otherwise dispose of any of the shares, or enter into any agreement, swap, hedge,short sale, or other arrangement that transfers, in whole or in part, any economic consequences of ownership of the shares, for six (6)months from the date of closing. 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 “AXG.” The last reported sale price of theClass A Ordinary Shares on the NASDAQ Capital Market on December 30, 2025, was $4.12 per share. As of the date of thisprospectus supplement, the aggregate market value of outstanding Class A Ordinary Shares held by non-affiliates was approximately$277.8 million, based on 156,319,407 Class A Ordinary Shares and 31,371,599 Class B Ordinary Shares issued and outstanding, ofwhich 62,993,013 Class A Ordinary Shares were held by non-affiliates, and the last sale price of $4.41 per Class A Ordinary Share asreported by the Nasdaq Capital Market on December 22, 2025, which was the highest closing price within the last 60 days prior to thedate of this prospectus supplement. Please read “Risk Factors” beginning on page S-13 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 Class A Ordinary Shares offered pursuant to this prospectus supplement and the accompanyingprospectus will be made on or about February 13, 2026 subject to customary closing conditions. The date of this prospectus supplement is December 31, 2025 TABLE OF CONTENTS Prospectus Supplement PageAbout this Prospectus SupplementS-iiForward-Looking InformationS-ivProspectus SummaryS-1Risk FactorsS-13Use of ProceedsS-19Capitalization and IndebtednessS-20Description of Class A Ordinary Shares We Are OfferingS-21Plan of DistributionS-30Legal MattersS-30ExpertsS-30Incorporation of Certain Information by ReferenceS-31Where You Can Find More InformationS-32 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 You should rely only on the information contained in this prospectus supplement and the accompanying prospectus. We havenot authorized anyone else to provide you with additional or different information. We are offering to sell, and seeking offersto buy Class A Ordinary Shares only in jurisdictions where offers and sales are permitted. You should not assume that theinformation in this prospectus supplement or the accompanying prospectus is accurate as of any date other than the date onthe