华赢控股美股招股说明书(2025-05-23版)

PROSPECTUS SUPPLEMENT(To Prospectus dated November 8, 2024) SOLOWIN HOLDINGS Pursuant to this prospectus supplement and the accompanying prospectus, SOLOWIN HOLDINGS, a Cayman Islands exemptedholding company (“Solowin”), is offering 10,606,060 Class A ordinary shares, $0.0001 par value per share (the “Class A OrdinaryShares”), at a price of $0.33 per share directly to certain individual investors. The total proceeds Solowin expects to receive from thesale of the shares are approximately $3,500,000. 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 May 23, 2025, was $1.41 per share. As of the date of this prospectussupplement, the aggregate market value of outstanding Class A Ordinary Shares held by non-affiliates was approximately $18.06million, based on 8,940,000 Class A Ordinary Shares and 8,040,000 Class B Ordinary Shares issued and outstanding, of which all8,940,000 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. Pursuant to General Instruction I.B.5 of Form F-3, in no event will Solowin sell securities in primary offeringspursuant to this registration statement with a value more than one-third of the aggregate market value of its Class A Ordinary Sharesheld by non-affiliates in any 12-month period, so long as the aggregate market value of its Class A Ordinary Shares held by non-affiliates is less than $75.0 million. Solowin has sold $1,000,000 of Class A Ordinary Shares pursuant to General Instruction I.B.5 ofForm F-3 during the prior 12-calendar-month period that ends on, and includes, the date of this prospectus supplement. 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 Class A Ordinary Shares offered pursuant to this prospectus supplement and the accompanyingprospectus will be made on or about May 27, 2025, subject to customary closing conditions. The date of this prospectus supplement is May 23, 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 Class A Ordinary Shares We Are OfferingS-54Plan of DistributionS-63Legal MattersS-63ExpertsS-63Incorporation of Certain Information by ReferenceS-64Where You Can Find More InformationS-65 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 theinformati