华赢控股美股招股说明书(2026-06-02版)

Up to $6,480,000 of Class A Ordinary Shares1,000,000 Class A Ordinary shares Pursuant to this prospectus supplement and the accompanying prospectus, SOLOWIN HOLDINGS, a Cayman Islands exemptedholding company (“Solowin” or the “Company”), is offering (i) up to $6,480,000 of class A ordinary shares, $0.0001 par value pershare (the “Class A Ordinary Shares”), and (ii) 1,000,000 Class A Ordinary Shares as pre-delivery shares (the “Pre-Delivery Shares”),directly to Streeterville Capital, LLC (the “Investor”), in connection with the Securities Purchase Agreement that the Company enteredinto with the Investor on February 9, 2026 (the “Securities Purchase Agreement”). Pursuant to the Securities Purchase Agreement, theCompany agreed to issue and sell to the Investor one or more pre-paid purchases (each, a “Pre-Paid Purchase” and collectively, the“Pre-Paid Purchases”) at an aggregate purchase price of up to $100,000,000 for the purchase of the Company’s Class A OrdinaryShares. The Pre-Paid Purchases will accrue interest at the rate of eight percent (8%) per annum. Upon mutual consent, the Investormay purchase from the Company additional Pre-Paid Purchases with a purchase price of $5,000,000 or such other amounts upon suchterms as the parties may determine. On February 9, 2026, the Company consummated the initial Pre-Paid Purchase (“Pre-Paid Purchase #1”) pursuant to the SecuritiesPurchase Agreement. The Pre-Paid Purchase #1 had an original principal amount of $5,415,000 before deducting an original issuediscount of $400,000 and a transaction expense amount of $15,000. On June 2, 2026, the Investor agreed to advance to us $6,000,000 as the Pre-Paid Purchase #2 in the principal amount of $6,480,000before deducting an original issue discount of $480,000 (Pre-Paid Purchase #2). Pursuant to a side letter entered into between theCompany and the Investor, dated June 2, 2026 (the “Side Letter”) the Company agreed to issue the Pre-Delivery Shares for $100.00within five (5) business days of the closing date (the “Closing Date”). Pursuant to Pre-Paid Advance #2, on or before September 1, 2026, and on the first day of each calendar month thereafter, theCompany may make monthly cash payments of $900,000 (the “Monthly Cash Payment Amount”) while any balance remainsoutstanding. If the Company fails to make any amortization payment by the applicable due date, the Investor has the right to requirethe Company to issue and sell Class A Ordinary Shares in the respective calendar month, in an aggregate amount (the “PurchaseAmount”) up to the higher of (i) the Monthly Cash Payment Amount or (ii) ten percent (10%) of the aggregate dollar trading volumeof the Company’s Class A Ordinary Shares on all trading markets for the immediately preceding calendar month. The purchase priceper Class A Share will be 85% of the lower of (i) the closing trade price on the trading day immediately prior to the purchase noticedate, or (ii) the average of the daily VWAPs during the ten (10) trading days immediately prior to the purchase notice date (the “PerShare Purchase Price”). The Investor shall pay the purchase price of the Class A Ordinary Shares by offsetting the Purchase Amountagainst the outstanding balance under Pre-Paid Purchase #2. In no event may the Investor beneficially own, together with its affiliates,more than 9.99% of the Company’s outstanding Class A Ordinary Shares as a result of any share issuance under the Pre-Paid Purchase.If the Company repays more than fifty percent (50%) of the purchase price of Pre-Paid Purchase #2 (i.e., $3,000,000) in cash throughamortization payments, all subsequent amortization payments will be subject to a twenty-five percent (25%) payment fee. In addition to the Company’s issuance of Class A Ordinary Shares to the Investor pursuant to the Securities Purchase Agreement andPre-Paid Purchase #2, this prospectus supplement also covers the resale of those shares from time to time by the Investor to the public.The Investor may sell the Class A Ordinary Shares included in this prospectus supplement in a number of different ways and at varyingprices. We provide more information about how the Investor may sell the shares in the section entitled “Plan of Distribution.” TheInvestor may be deemed an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the“Securities Act”). 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