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1、F-1 1 ea177464-f1_solowinhold.htm REGISTRATION STATEMENTAs filed with the Securities and Exchange Commission on April 28,2023Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549 FORM F-1REGISTRATION STATEMENT UNDERTHE SECURITIES ACT OF 1933 SOLOWIN HOLDINGS(Exact n
2、ame of Registrant as specified in its charter)Not Applicable(Translation of Registrants Name into English)Cayman Islands 6211 Not Applicable(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification No.)Room 1910-
3、1912A,Tower 3,China Hong Kong City33 Canton Road,Tsim Sha Tsui,KowloonHong Kong(852)3428-3893(Address,including zip code,and telephone number,including area code,of Registrants principal executive offices)Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168(800)221-0102(Names,address,
4、including zip code,and telephone number,including area code,of agent for service)Copies to:Kevin(Qixiang)Sun,Esq.Bevilacqua PLLC1050 Connecticut Avenue,NW,Suite 500Washington,DC 20036(202)869-0888Michael J.Blankenship,Esq.Winston&Strawn LLP800 Capitol Street,Suite 2400Houston,TX 77002(713)651-2678 A
5、pproximate date of commencement of proposed sale to public:As soon as practicable after this RegistrationStatement becomes effective.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant toRule 415 under the Securities Act of 1933,check th
6、e following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check the following box and list the Securities Act registration statement number of the earlier effective registrationstatement for the same offering.If this Form
7、is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statementfor the same offering.If this Form is a post-effective amendment filed pursuant to Rule
8、462(d)under the Securities Act,check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statementthe same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of theSecurities Act of
9、1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate bycheck mark if the Registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pur
10、suant to Section 7(a)(2)(B)of the Securities Act.The term“new or revised financial accounting standard”refers to any update issued by the Financial AccountingStandards Board to its Accounting Standards Codification after April 5,2012.The Registrant hereby amends this Registration Statement on such d
11、ate or dates as may be necessary to delayits effective date until the Registrant shall file a further amendment which specifically states that thisRegistration Statement shall thereafter become effective in accordance with Section 8(a)of the Securities Actor until the Registration Statement shall be
12、come effective on such date as the Commission,acting pursuant tosaid Section 8(a),may determine.The information in this prospectus is not complete and may be changed.These securities may not be sold untilthe registration statement filed with the Securities and Exchange Commission is effective.This p
13、reliminaryprospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any statewhere the offer or sale is not permitted.PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION,DATED ,2023 SOLOWIN HOLDINGS of Ordinary Shares This is an initial public offering o
14、f SOLOWIN HOLDINGS,a Cayman Islands exempted holding company(“Solowin”).Solowin is not an operating company,but a Cayman Islands holding company with operations solelyconducted by its subsidiary,Solomon JFZ(Asia)Holdings Limited,a limited liability corporation incorporated inHong Kong(“Solomon JFZ”)
15、.Throughout this prospectus,unless the context indicates otherwise,the terms“Solowin”and“the Company”refer to SOLOWIN HOLDINGS,the Cayman Islands holding company andreferences to“we,”“us,”“our,”and“our company”are to Solowin and its subsidiary,Solomon JFZ,as a whole.Unless otherwise specified,in the
16、 context of describing business and operations,we are referring to the business andoperations conducted by Solomon JFZ.Solowin is offering on a firm commitment basis ordinary shares,par value$0.0001 per share(the“OrdinaryShares”).We anticipate that the initial public offering price per Ordinary Shar
17、e will be between$and$.Prior tothis offering,there has been no public market for the Ordinary Shares.We have applied for listing the OrdinaryShares on the Nasdaq Capital Market under the symbol“SWIN.”We believe that upon the completion of thisoffering,we will meet the standards for listing the Ordin
18、ary Shares on the Nasdaq Capital Market.We cannotguarantee that we will be successful in listing the Ordinary Shares on the Nasdaq Capital Market;however,we willnot complete this offering unless the Ordinary Shares are so listed.We are an“emerging growth company”and a“foreign private issuer”as defin
19、ed under the U.S.federal securitieslaws,and,as such,are eligible for reduced public company reporting requirements for this and future filings.See“Prospectus SummaryImplications of Being an Emerging Growth Company”and“Prospectus SummaryImplications of Being a Foreign Private Issuer.”We will not be c
20、onsidered a“controlled company”under Nasdaq corporate governance rules as we do not currentlyexpect that more than 50%of Solowins voting power will be held by an individual,a group or another companyimmediately following the consummation of this offering.Nonetheless,following the consummation of thi
21、s offering,Solowins directors,officers and principal shareholders will hold in aggregate approximately*%or more of theOrdinary Shares.As a result,these shareholders,if they act together,will be able to control the management andaffairs of the Company.INVESTORS PURCHASING SECURITIES IN THIS OFFERING
22、ARE PURCHASING SECURITIES OFSOLOWIN HOLDINGS,A CAYMAN ISLANDS HOLDING COMPANY,RATHER THAN SECURITIESOF SOLOWIN HOLDINGS SUBSIDIARY THAT CONDUCTS SUBSTANTIVE BUSINESS OPERATIONSIN HONG KONG.Solowin is not an operating company but rather a holding company incorporated in theCayman Islands.Solowin has
23、no material operations of its own,and all of our operations are conductedthrough the operating entity established in Hong Kong,Solomon JFZ,the wholly owned subsidiary ofSolowin.Solowin directly owns 100%equity interests in Solomon JFZ.We do not and have no intention tooperate our business through a
24、variable interest entities(“VIE”)structure.For a description of our corporatestructure,see“Our Corporate History and Structure”beginning on page 7.This holding company structure involves unique risks to investors,and you may never directly hold equity interestsin Solomon JFZ,the Hong Kong operating
25、entity.While we are advised by our PRC legal counsel,Shu Jin LawFirm,as of the date of this prospectus,Solomon JFZs operations in Hong Kong and this public offering of theOrdinary Shares in the United States are not subject to the review nor prior approval of the CyberspaceAdministration of China(th
26、e“CAC”)or the China Securities Regulatory Commission(the“CSRC”),we facevarious legal and operational risks and uncertainties associated with being based in or having operations in HongKong,having clients who are PRC individuals or companies that have shareholders or directors that are PRCindividuals
27、 and the complex and evolving PRC laws and regulations.The legal and operational risks associated withoperations in China may apply to Solomon JFZs operations in Hong Kong,should recent statements and regulatoryactions by Chinas government apply to us in the future.For example,we face risks associat
28、ed with regulatoryapprovals on foreign investment in Hong Kong-based issuers,anti-monopoly regulatory actions,oversight oncybersecurity,data privacy and personal information.The PRC government may also intervene or impose restrictionson Solomon JFZs ability to move cash out of Hong Kong to distribut
29、e earnings and pay dividends.Furthermore,PRC regulatory authorities may in the future promulgate laws,regulations or implementing rules that require us toobtain regulatory approval from PRC authorities before this or any future securities offering.These risks could resultin a material adverse change
30、 in Solomon JFZs business operations and the value of the Ordinary Shares,restrictionsin Solomon JFZs ability to accept foreign investments,significantly limit or completely hinder Solowins ability tocontinue to offer securities to investors or continued listing of the Ordinary Shares on a U.S.or ot
31、her foreignexchange,or cause the value of such securities to significantly decline or become worthless.See“Risk FactorsRisks Related to Doing Business in Jurisdictions We Operate”beginning on page 33 of this prospectus for adiscussion of these legal and operational risks that should be considered be
32、fore making a decision to purchase theOrdinary Shares.Specifically,on February 17,2023,the CSRC issued the Notice on Filing Arrangements for Overseas SecuritiesOffering and Listing by Domestic Companies,stating that the CSRC has published the Trial AdministrativeMeasures of Overseas Securities Offer
33、ing and Listing by Domestic Companies and five supporting guidelines(collectively the“New Overseas Listing Rules”).Among others,the New Overseas Listing Rules provide that PRCdomestic companies seeking to offer and list securities(which,for the purposes of the New Overseas Listing Rules,are defined
34、thereunder as equity shares,depository receipts,corporate bonds convertible to equity shares,and otherequity securities that are offered and listed overseas,either directly or indirectly,by PRC domestic companies)inoverseas markets,either via direct or indirect means,must file with the CSRC within t
35、hree working days after theirapplication for an overseas listing is submitted.The New Overseas Listing Rules came into effect on March 31,2023.As advised by our PRC legal counsel,Shu Jin Law Firm,based on their understanding of current PRC laws,rules and regulations,as of the date of this prospectus
36、,we are not subject to the New Overseas Listing Rules.However,given that the New Overseas Listing Rules have been introduced recently,and that there remain substantialuncertainties surrounding the enforcement thereof,we cannot assure you that,if required,we would be able tocomplete the filings and/o
37、r fully comply with the relevant new rules on a timely basis,if at all.Furthermore,as more stringent standards have been imposed by the Securities and Exchange Commission(the“SEC”)and the Public Company Accounting Oversight Board(the“PCAOB”)recently,Solowinssecurities may be prohibited from trading
38、following the completion of this offering if our auditor cannot befully inspected by the PCAOB.Pursuant to the Holding Foreign Companies Accountable Act(the“HFCAAct”)enacted in 2020,if the auditor of a U.S.listed companys financial statements is not subject to thePCAOB inspections for three consecut
39、ive“non-inspection”years,the SEC is required to prohibit thesecurities of such issuer from being traded on a U.S.national securities exchange,such as NYSE and Nasdaq,or in U.S.over-the-counter markets.On June 22,2021,the U.S.Senate passed the Accelerating HoldingForeign Companies Accountable Act(the
40、“AHFCAA”),which,if enacted into law,would amend the HFCAAct and require the SEC to prohibit an issuers securities from trading on U.S.stock exchanges if its auditor isnot subject to the PCAOB inspections for two consecutive“non-inspection”years instead of three and thus,reduces the time before Solow
41、ins securities may be prohibited from trading or delisted.In December 2022,anomnibus spending bill was passed by Congress and later signed into law,which included the enactment ofprovisions under the AHFCAA to accelerate the timeline for implementation of trading prohibitions under theHFCA Act from
42、three consecutive years to two consecutive years.Pursuant to the HFCA Act,on December 16,2021,the PCAOB issued its determination that the PCAOB was unable to inspect or investigate completelyPCAOB-registered public accounting firms headquartered in mainland China or in Hong Kong,because ofpositions
43、taken by authorities in the jurisdictions,and the PCAOB included in the report of its determinationa list of the accounting firms that are headquartered in mainland China or Hong Kong.This list does notinclude our auditor,WWC,P.C.as our auditor is based in the U.S.and is registered with the PCAOB an
44、dsubject to the PCAOB inspection.On August 26,2022,the CSRC,the Ministry of Finance of the PRC(the“MOF”),and the PCAOB signed a Statement of Protocol(the“Protocol”)governing inspections and investigationsof accounting firms based in mainland China and Hong Kong,taking the first step toward opening a
45、ccess for thePCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and HongKong.On December 15,2022,the PCAOB made a statement announcing that it was able,in 2022,to inspect andinvestigate completely issuer audit engagements of PCAOB-registered public ac
46、counting firms headquartered inmainland China and Hong Kong and as a result,PCAOB vacated its previous 2021 determination.However,uncertainties still exist as to whether the PCAOB will have continued access for complete inspections andinvestigations in 2023 and beyond.The PCAOB has indicated that it
47、 will act immediately to consider the need toissue new determinations if needed.While our auditor is based in the U.S.and is subject to the PCAOB inspection,in the event the PCAOB later determines that it is unable to inspect or investigate completely our auditor,then suchlack of inspection could ca
48、use Solowins securities to be delisted from the U.S.stock exchange.See“Risk FactorsRisks Related to Doing Business in Jurisdictions We Operate The Ordinary Shares may be prohibited from tradingin the United States under the HFCA Act in the future if the PCAOB is unable to inspect or investigate comp
49、letelyauditors located in China or Hong Kong.The delisting of the Ordinary Shares,or the threat of their being delisted,may materially and adversely affect the value of your investment.”on page 36.In addition,we cannot assure youthat Nasdaq or other regulatory agencies will not apply additional or m
50、ore stringent requirements to us.Suchuncertainty could cause the market price of the Ordinary Shares to be materially and adversely affected.Subject to the Companies Act(As Revised)of the Cayman Islands and Solowins Memorandum and Articlesof Association,Solowins board of directors may authorize and
51、declare a dividend to shareholders at suchtime and of such an amount as they think fit if they are satisfied,on reasonable grounds,that immediatelyfollowing the dividend it will be able to pay its debts as they become due in the ordinary course of business.For Solowin to transfer cash to its Hong Ko
52、ng subsidiary,Solowin may provide funding to Solomon JFZthrough loans or capital contributions without restrictions on the amount of the funds.As a holding company,Solowin may rely on dividends and other distributions on equity paid by Solomon JFZ for its cash andfinancing requirements.Under Hong Ko
53、ng law,Solomon JFZ is permitted to provide funding to Solowinthrough dividend distribution without restrictions on the amount of the funds under the condition thatdividends could only be paid out of distributable profits(that is,accumulated realized profits lessaccumulated realized losses)or other d
54、istributable reserves.Dividends cannot be paid out of share capital.Under the current practice of the Inland Revenue Department of Hong Kong,no tax is payable in Hong Kongin respect of dividends paid by Solomon JFZ.Solomon JFZ has not made any dividends or other distributionsto Solowin as of the dat
55、e of this prospectus.In the future,cash proceeds raised from financings conductedoutside of Hong Kong,including this offering,may be transferred by Solowin to Solomon JFZ via capitalcontribution or shareholder loans,as the case may be.As of the date of this prospectus,neither Solowin norSolomon JFZ
56、has paid any dividends or made any distributions to their respective shareholder(s),includingany U.S.investors.In addition,as of the date of this prospectus,there have been no transfer of cash or othertypes of assets between Solowin and Solomon JFZ.Solomon JFZ,which runs the main operations,maintain
57、sthe cash.Currently,other than complying with the applicable Hong Kong laws and regulations,we do nothave our own cash management policy and procedures that dictate how funds are transferred.Solowin andSolomon JFZ currently do not have plans to distribute earnings or declare cash dividends in the fo
58、reseeablefuture.We intend to keep any future earnings to finance the expansion of Solomon JFZs business.Any futuredetermination related to our dividend policy will be made at the discretion of our board of directors after consideringour financial condition,results of operations,capital requirements,
59、contractual requirements,business prospects andother factors the board of directors deems relevant,and subject to the restrictions contained in any future financinginstruments.While there are currently no such restrictions on foreign exchange and our ability to transfer cash or assets betweenSolowin
60、 and Solomon JFZ,if certain PRC laws and regulations,including existing laws and regulations and thoseenacted or promulgated in the future were to become applicable to Solomon JFZ,and to the extent our cash or assetsare in Hong Kong or a Hong Kong entity,such funds or assets may not be available to
61、fund operations or for otheruse outside of Hong Kong due to interventions in or the imposition of restrictions and limitations on our ability totransfer funds or assets by the PRC government.Furthermore,we cannot assure you that the PRC government willnot intervene or impose restrictions on Solowin
62、or Solomon JFZ to transfer or distribute cash within theorganization,which could result in an inability of or prohibition on making transfers or distributions to entitiesoutside of Hong Kong.Any limitation on the ability of Solomon JFZ to pay dividends or make other distributions toSolowin could mat
63、erially and adversely limit our ability to grow,make investments or acquisitions that could bebeneficial to our business,pay dividends,or otherwise fund and conduct our business.In addition,if Solomon JFZincurs debt on its own behalf in the future,the instruments governing such debt may restrict its
64、 ability to paydividends.See“Prospectus SummaryTransfer of Cash Through Our Organization”beginning on page 10,“RiskFactors Risks Related to Our Corporate Structure Solowin relies on dividends and other distributions on equitypaid by its subsidiary to fund any cash and financing requirements Solowin
65、may have,and any limitation on theability of its subsidiary to make payments to Solowin could have a material adverse effect on our ability to conductour business”,on page 31,“Dividend Policy”on page 50 and the consolidated financial statements and theaccompanying footnotes beginning on page F-1 of
66、this prospectus.Per Share Total Initial public offering price$Underwriting discounts and commissions(1)$Proceeds to us,before expenses$(1)Represents underwriting discount and commissions equal to 8%per Ordinary Share purchased by investorsintroduced by EF Hutton and 4%per Ordinary Share purchased by
67、 investors sourced by the Company,which is the underwriting discount we have agreed to pay on all investors in this offering.Does not includenon-accountable expense allowance,payable to the underwriters,or the reimbursement of certain expensesof the underwriters.See“Underwriting”beginning on page 12
68、5 of this prospectus for additionalinformation regarding total underwriter compensation.We have granted the underwriters an option,exercisable for 45 days from the date of this prospectus,to purchase upto an additional Ordinary Shares on the same terms as the other Ordinary Shares being purchased by
69、 theunderwriters from us.For additional information regarding our arrangement with the underwriter,please see“Underwriting”beginning on page 125.Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this pro
70、spectus is truthful or complete.Any representation tothe contrary is a criminal offense.The underwriters expect to deliver the Ordinary Shares to purchasers in this offering on or about ,2023.EF HUTTONdivision of Benchmark Investments,LLC The date of this prospectus is ,2023 Page intentionally left
71、blank for graphics TABLE OF CONTENTS PagePROSPECTUS SUMMARY1RISK FACTORS18SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS17USE OF PROCEEDS49DIVIDEND POLICY50CAPITALIZATION51DILUTION52MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS53CORPORATE HISTORY AND STRUCTUR
72、E71BUSINESS72REGULATIONS94MANAGEMENT102PRINCIPAL SHAREHOLDERS106RELATED PARTY TRANSACTIONS107DESCRIPTION OF SHARE CAPITAL109SHARES ELIGIBLE FOR FUTURE SALE117TAXATION118ENFORCEABILITY OF CIVIL LIABILITIES123UNDERWRITING125EXPENSES RELATED TO THIS OFFERING138LEGAL MATTERS138EXPERTS138WHERE YOU CAN FI
73、ND MORE INFORMATION139INDEX TO FINANCIAL STATEMENTSF-1 You should rely only on the information contained in this prospectus or in any free writing prospectus we mayauthorize to be delivered or made available to you.Neither we,nor the underwriters have authorized anyoneto provide you with different i
74、nformation.The information in this prospectus is accurate only as of the date ofthis prospectus,regardless of the time of delivery of this prospectus,or any free writing prospectus,as the casemay be,or any sale of Ordinary Shares.For investors outside the United States:Neither we,nor the underwriter
75、s have done anything that would permitthis offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose isrequired,other than in the United States.Persons outside the United States who come into possession of thisprospectus must inform themselves about,
76、and observe any restrictions relating to,the offering of the OrdinaryShares and the distribution of this prospectus outside the United States.Solowin is incorporated under the laws of the Cayman Islands as an exempted company with limited liability and amajority of our outstanding securities are own
77、ed by non-U.S.residents.Under the rules of the U.S.Securities andExchange Commission,or the SEC,we currently qualify for treatment as a“foreign private issuer.”As a foreignprivate issuer,we will not be required to file periodic reports and financial statements with the Securities andExchange Commiss
78、ion,or the SEC,as frequently or as promptly as domestic registrants whose securities areregistered under the Securities Exchange Act of 1934,as amended,or the Exchange Act.i COMMONLY USED DEFINED TERMS Except as otherwise indicated by the context and for the purposes of this prospectus only,referenc
79、es in thisprospectus to:“Solowin”are to SOLOWIN HOLDINGS,a holding company incorporated in the Cayman Islands as anexempted company;“Solomon JFZ”are to Solowins 100%owned subsidiary Solomon JFZ(Asia)Holdings Limited,a HongKong corporation;“Hong Kong”and“Hong Kong SAR”are to the Hong Kong Special Adm
80、inistrative Region of the PeoplesRepublic of China;“mainland China”or“Mainland China”are to the Peoples Republic of China,excluding Taiwan,thespecial administrative regions of Hong Kong and Macau;“Nasdaq”refers to Nasdaq Stock Market LLC;“PRC”and“China”are to the Peoples Republic of China,including
81、Hong Kong SAR and the MacauSpecial Administrative Region except when we reference specific laws and regulations adopted by the PRC,but excluding,for the purposes of this prospectus only,Taiwan.For purpose of this prospectus,the legal andoperational risks associated with operations in China also appl
82、y to operations in Hong Kong;“RMB”or“Renminbi”are to the legal currency of China;“HK$”or“Hong Kong dollar(s)”are to the legal currency of Hong Kong;and “U.S.dollars,”“dollars,”“USD”or“$”are to the legal currency of the United States.Solowin is a holding company with no operations of its own.All of o
83、perations are conducted in Hong Kong throughSolowins operating subsidiary in Hong Kong,Solomon JFZ.Solomon JFZs reporting currency is Hong Kongdollars.This prospectus contains translations of Hong Kong dollars into U.S.dollars solely for the convenience ofthe reader.These translations from Hong Kong
84、 dollars into U.S.dollars are determined as of a specific date or for a specificperiod.Changes in the exchange rate will affect the amount of our obligations and the value of our assets in terms ofU.S.dollars which may result in an increase or decrease in the amount of our obligations(expressed in d
85、ollars)andthe value of our assets,including accounts receivable(expressed in dollars).No representation is made that HK$orUS$amount represents or could have been,or could be converted,realized or settled into US$or HK$,as the casemay be,at any particular rate,or at all.Numerical figures included in
86、this registration statement have been subject to rounding adjustments.Accordingly,numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precedethem.Our fiscal year end is March 31.References to a particular“fiscal year”are to our fiscal year ended
87、 March 31 of thatcalendar year.Our consolidated financial statements have been prepared in accordance with generally acceptedaccounting principles in the United States,or U.S.GAAP.For the sake of clarity,this registration statement follows the English naming convention of given name followed byfamil
88、y name,regardless of whether an individuals name is Chinese or English.For example,the name of SolowinsChief Executive Officer will be presented as“Shing Tak Tam”even though,in Chinese,Mr.Tams name is presentedas“Tam Shing Tak.”This prospectus includes statistical and other industry and market data
89、that we obtained from industry publicationsand research,surveys and studies conducted by third parties.Industry publications and third-party research,surveysand studies generally indicate that their information has been obtained from sources believed to be reliable,althoughthey do not guarantee the
90、accuracy or completeness of such information.While we believe these industrypublications and third-party research,surveys and studies are reliable,you are cautioned not to give undue weight tothis information.We have proprietary rights to trademarks used in this prospectus that are important to Solo
91、mon JFZs business.Solely for convenience,the trademarks,service marks and trade names referred to in this prospectus are without the,and other similar symbols,but such references are not intended to indicate,in any way,that we will not assert,to the fullest extent under applicable law,our rights or
92、the rights of the applicable licensors to these trademarks,service marks and trade names.This prospectus may contain additional trademarks,service marks and trade names of others.All trademarks,servicemarks and trade names appearing in this prospectus are,to our knowledge,the property of their respe
93、ctive owners.We do not intend our use or display of other companies trademarks,service marks or trade names to imply arelationship with,or endorsement or sponsorship of us by,any other person.ii PROSPECTUS SUMMARY Investors are cautioned that you are buying shares of a Cayman Islands holding company
94、 withoutoperations of its own.This summary highlights information appearing elsewhere in this prospectus and does not contain all of theinformation that you should consider in making your investment decision.You should carefully read this entireprospectus,including the“Risk Factors”and“Managements D
95、iscussion and Analysis of Financial Conditionand Results of Operation”sections and the financial statements and the related notes,before deciding whether toinvest in the Ordinary Shares.T?C?Our Business Solowin is an exempted limited liability company incorporated under the laws of the Cayman Island
96、s on July 23,2021.As a holding company with no material operations of its own,Solowin conducts its operations primarilythrough its wholly owned subsidiary,Solomon JFZ,a limited liability corporation incorporated in Hong Kong.See“Our Corporate History and Structure”beginning on page 7 for more inform
97、ation of our corporate structure.Our total revenue was$3,256,000 for the fiscal year ended March 31,2022,representing an increase of$2,075,000,or 176%increase from$1,181,000 for the year ended March 31,2021.We recorded a net loss fromoperations of$1,176,000 for the fiscal year ended March 31,2022,co
98、mpared$702,000 for the fiscal year endedMarch 31,2021,an increase of$474,000 or 68%.During the six months ended September 30,2022,our totalrevenue was$1,166,000 as compared with$2,328,000 for the six months ended September 30,2021,representing a 50%decrease.We recorded a net loss from operations of$
99、252,000 for the six months endedSeptember 30,2022,as compared with$373,000 net loss from operations during the same period of 2021.Solomon JFZ is one of the few Chinese investor-focused,versatile securities brokerage companies in Hong Kongand it offers a wide spectrum of products and services throug
100、h advanced and secured one-stop electronicplatform.Solomon JFZ currently is primarily engaged in providing(i)securities related services,(ii)investmentadvisory service,(iii)corporate finance service and(iv)asset management service to the customers.It is licensedwith the Hong Kong Securities and Futu
101、res Commission(“HKSFC”)and a participant of the Hong Kong StockExchange to carry out regulated activities including Type 1(Dealing in Securities),Type 4(Advising onSecurities),Type 6(Advising on Corporate Finance)and Type 9(Asset Management).Solomon JFZ strictlyfollows the requirements of the HKSFC
102、for internal regulation and risk control to maximize the safety ofinvestors assets.It provides online account opening and trading services via its Front Trading and Back-officeClearing systems,in conjunction with Solomon Pro a highly integrated application accessible via any mobiledevice,tablet,or d
103、esktop,all of which are licensed from third parties.With strong financial and technicalcapabilities,Solomon JFZ has been providing brokerage services to global Chinese investors residing both insideand outside the PRC and institutional investors in Hong Kong,and have been recognized and appreciated
104、byusers and industry professionals.Solomon JFZs trading platform allows investors to trade over 10,000 listed securities and their derivativeproducts listed on the Hong Kong Stock Exchange(HKSE),New York Stock Exchange(NYSE),Nasdaq,Shanghai Stock Exchange and Shenzhen Stock Exchange.In addition,it p
105、rovides Hong Kong IPO underwriting,Hong Kong IPO Public Offer application and International Placing subscription,Hong Kong IPO marginfinancing services,Hong Kong Pre-IPO securities trading and US IPO subscription.Hong Kong IPO marginfinancing services refer to loans offered by a licensed financial i
106、nstitution to clients for the purpose of purchasingsecurities in an IPO before the issuers are listed on the Hong Kong Stock Exchange.The loan,commonlyreferred to as an IPO loan,enables clients to invest more than the required deposit of 5%or 10%of funds.Theloan,which is short-term,interest-bearing,
107、typically covers 90%or 95%of the investment amount and is repaidright after the allotment result release.Once the investor is allotted shares cost over the required deposit and apart of loan is used for the shares,the shares can be sold and the proceeds are utilized to repay the loan of thefinancial
108、 institution,with any remaining balance going to the investor.Our customers may also use SolomonJFZs platforms to trade various listed financial products,such as ETFs,Warrants and Callable Bull/BearContracts.Beside securities related service,Solomon JFZ also offers Asset Management service as an Inv
109、estmentManager.Our High-Net-Worth customers may also subscribe private fund products through Solomon JFZ.Our clients are mostly Chinese investors residing in Asia as well as institutional clients in Hong Kong,Australiaand New Zealand.As of September 30,2022,we had more than 19,000 users,including mo
110、re than 15,000 clientswho are users and have opened trading accounts with Solomon JFZ.We classify those who have registered onSolomon JFZs platform as users and those users who have opened accounts on Solomon JFZs platform asclients.We currently have over 1,500 active clients,who have assets in thei
111、r trading accounts.As of September 30,2022,Solomon JFZs operations mainly consisted of three business segments:(i)securitiesrelated services,(ii)investment advisory service,and(iii)asset management service to the customers.Thefollowing summary describes the products and services offered in each of t
112、he reportable segments:Securities Related Services.We always believe that our clients deserve a more convenient and reliableway to invest and manage their money,and Solomon JFZ uses advanced Internet technology to provideinvestors with faster brokerage services.Solomon JFZ provides securities relate
113、d services throughSolomon Pro.Its professional securities brokerage network offers the clients the access to multiple stockexchanges,including the HKSE,NYSE,Nasdaq,Shanghai Stock Exchange and Shenzhen StockExchange.It provides HKSE securities trading,IPO subscription and placement services,bond trad
114、ing,fund subscription,equity custodian and agent services,investment immigrant account managementservices,enterprise employee shareholding exercise services,professional investment research services,and instant quotation service.Solomon JFZ charges brokerage commission fees to clients for tradesmade
115、 using its trading platform based on the transaction amount,subject to a minimum charge pertransaction.To better serve the individual needs of the clients,Solomon JFZ may vary the commissionsit charges based on the types of products or services,eligibility for discounts and other factors.For fundsub
116、scription,it charges clients with the fund subscription fee based on the subscription amount.Solomon JFZ also offers stock custodian and nominee services to the clients as ancillary services tosecurities related services.For the fiscal years ended March 31,2022 and 2021,the securities relatedservice
117、s segment accounted for 68%and 100%of our consolidated revenues,respectively.For the sixmonths ended September 30,2022 and 2021,the securities related services segment accounted for 6%and 89%of our consolidated revenues,respectively.1 Investment Advisory Service.Solomon JFZ provides timely,accurate
118、and valuable investment solutionsadvisory services for our clients,through a team consists of financial analysts,experienced financialadvisors and investment managers.It provides investment advice to our clients based on their financialneeds and risk appetite,and Solomon JFZ charges them an investme
119、nt advisory fee based on apercentage of the Asset Under Management(AUM).For the fiscal years ended March 31,2022 and2021,the Investment Advisory Service segment accounted for 22%and 0%of our consolidatedrevenues,respectively.For the six months ended September 30,2022 and 2021,the InvestmentAdvisory
120、Service segment accounted for 82%and 0%of our consolidated revenues,respectively.Asset Management Service.Our asset management team specializes in designing investment portfoliosto meet the needs of investors with different risk appetite and to preserve and enhance the value of theirassets.Solomon J
121、FZ provides asset management services for our clients by applying differentinvestment strategies to optimize their asset allocation.Solomon JFZ offers its own Fund products toprofessional investors,which are run by professional portfolio managers.It has entered into agreementswith regulated financia
122、l institutions to provide services covering a broad range of products such asstocks,bonds,indexes,futures,and fund of funds.It issues and manages various fund productsaccording to market trends and demand conditions.At this stage,Solomon JFZ focuses on developingactive traditional private equity fun
123、ds,such as balanced funds and equity funds,and will take a morediversified product line as our long-term development goal.Solomon JFZ charges the management feeof 2%according to Asset Under Management(AUM).In addition,it charges performance fee subject tohigh water mark.For the fiscal years ended Ma
124、rch 31,2022 and 2021,the Asset Management Servicesegment accounted for 10%and 0%of our consolidated revenues,respectively.For the six monthsended September 30,2022 and 2021,the Asset Management Service segment accounted for 12%and11%of our consolidated revenues,respectively.In addition,Solomon JFZ p
125、ossesses the licenses issued by HKSFC to carry out regulated activities under Type 6Advising on Corporate Finance.Type 6 license allows brokers to conduct activities relating to(i)acting as asponsor of a listing applicant in an initial public offering;(ii)advising on the code on takeovers and merger
126、s andshare repurchases;and(iii)advising listed companies on the HKSE Listing Rules.The Type 6 license restrictsSolomon JFZ from acting as a sponsor of a listing applicant in an initial public offering and advising on the codeon takeovers and mergers and share repurchase,but it can conduct businesses
127、 related to(iii)above.It providesfinancial and independent financial advisory services for unlisted and listed companies that are looking for high-quality and value-added corporate finance advisory services at reasonable costs.Solomon JFZ acts as financialadviser to its clients advising them on the
128、terms and structures of the proposed transactions and the relevantimplications and compliance matters under the HKSE Listing Rules(including the Main Board and the GrowthEnterprise Market“GEM”).In addition,it acts as independent financial adviser giving opinions to theindependent board committee and
129、 independent shareholders of listed companies in Hong Kong.Solomon JFZcharges them advisory fees according to the type and size of the transactions,duration of the engagement,complexity of the transaction and the expected manpower requirements.Solomon JFZ acquired its first client inDecember 2021 an
130、d had not yet accounted for revenues for the fiscal year ended March 31,2022 or for the sixmonths ended September 30,2022.As a result,Corporate Finance Service was not included as a reportablebusiness segment as of September 30,2022.Our Competitive Strengths We believe that the following strengths c
131、ontribute to Solomon JFZs success and differentiate it from itscompetitors:Solomon JFZ offers a diversified product portfolio for trading in global financial markets.Customerscan also use Solomon JFZs online platform to trade a variety of financial products in differentgeographical regions,including
132、 Hong Kong equity,US equity,and China A shares,ETFs,warrants,andcallable bull/bear contracts.We intend to enter into more equity markets,including Singapore,theUnited Kingdom,and Japan,to broaden the investment universe available to our investors.Solomon JFZ provides state-of-the-art account opening
133、 technology and will be providing superioruser experience to our clients.During the period when China imposed travel limitations to contain thespread of Covid,Solomon JFZ was one of the few online securities brokerage providers that hadsuccessfully captured the opportunity to bring state-of-the-art,
134、contactless,and borderless online accountopening services to Chinese investors in the post-Covid stage.Our users are able to open accountsremotely and trade in a wide range of financial products using the Solomon Pro.Solomon Pro is an appaccessible via any mobile device,tablet,or desktop and is desi
135、gned to be secure and simple to use,witha bilingual user interface and fast and efficient order execution to provide a great user experience.Thefunctions of the Solomon Pro will be enhanced from time to time to meet our clients needs.2 We believe we are well positioned in a fast-growing financial se
136、rvice segment with substantial growthdemand.Solomon JFZ is one of the few Chinese investor-focused online trading platforms that offer adiverse range of products and services.In the long run,Chinese investors are shifting and over-weighting their investments from traditional real estate holdings to
137、financial assets,and from locally toglobally.We believe we are well positioned to capitalize on the opportunities created by this expansionbecause of Solomon JFZs existing foundation as a renowned financial service provider.We have experienced management and talented team.We have a skilled and exper
138、ienced managementteam.The majority of the team members have more than 12 years of experience in the finance andtechnology industries,with significant expertise in developing corporate strategies,monitoringcompliance,decision making,credit risk management,and day-to-day operations.We are confident th
139、atour experienced and talented management team will be able to collaborate and steer Solomon JFZtoward our growth objectives.Our Growth Strategies It is anticipated that the demand for online brokerage services among Chinese investors markets would continueto rise due to the increasing desire for a
140、globally diversified asset allocation and better functionality of onlinebrokers.Our objective is for Solomon JFZ to establish a dominant position in the Hong Kong securitiesbrokerage industry and to capitalize on the industrys growth potential.We target to expand our customer base,boost our trading
141、volume and provide our customers with access to more equities and derivative products aroundthe globe on a 24/7 basis,and improve our technology and social networking capabilities via Solomon Pro,Solomon JFZs user-friendly,consumer-focused platform.In addition,we want to consolidate Solomon JFZscurr
142、ent market position in Hong Kong,bolster its competitive edge,and increase its corporate finance servicesfor institutional clients,such as listed firms or potential clients eligible for listing.Through these strategies,webelieve that Solomon JFZ is able to offer our retail clients a greater variety
143、of IPO placing and underwritingservices.In addition,to help clients diversify their portfolios,Solomon JFZ provides investment advisory andasset management services to help them achieve their long-term investment return and global diversificationgoals.We intend to execute the following strategies in
144、 order to attain these objectives.Grow our client base and enhance our brand through user community and social engagementfunctions.Through Solomon JFZ,we intend to increase customer loyalty by retaining active users,reactivating dormant accounts,acquiring new customers,and improving service quality
145、in key marketssuch as Greater China.Solomon JFZ intends to launch an upgraded Solomon Pro with brand new socialnetworking and chat functions,as well as embedded social media tools to build a network based for theusers and facilitate communication between users,investors,companies,analysts,media,and
146、keyopinion leaders.Users can express their views on different stocks,which promotes the free flow ofinformation,reduces information asymmetry,and supports in the investment decision-making process.User activities provide invaluable user data that can be used to guide our product development andmonet
147、ization efforts.Strengthen technological infrastructure.We anticipate developing Solomon JFZs technologicalinfrastructure and integrating the trading systems of other brokers via Application ProgrammingInterface(API).With an improved technology infrastructure,Solomon JFZ can provide customizedBusine
148、ss-to-Business(B2B)solutions to different institutional clients.We plan to transform SolomonJFZ to specialize in the agency brokerage,wealth management,private client,and retail brokeragedivisions of regulated brokers in AML-compliant nations,such as the United Kingdom,New Zealand,and Australia.To p
149、rovide our users with the most user-friendly interface and seamless transactionexperience,we aim to optimize Solomon JFZs trading system,increase system concurrent accesses,improve the systems stability and security,and increase the speed in execution&order matching.Attract and build strong team of
150、key talent.We believe that our employees are critical to our continuedgrowth.Solomon JFZ aspires to be a full-service financial services provider,so it is important that wehave a team of experts in the field of securities dealing,corporate finance,investment advisory,andasset management.We strive to
151、 attract and retain skilled individuals with management,financial,sales,marketing,and technological experience by offering competitive compensation packages that include,but are not limited to,an equity incentive plan.Broaden Solomon JFZs financial services by expanding its product offering.We striv
152、e to providecomprehensive brokerage and value-added services to our customers.Solomon JFZ targets to apply forthe Type 2 license Dealing in Futures Contracts with the HKSFC.Once it obtains the Type 2 license,Solomon JFZs Solomon Pro platform will be able to provide future contracts trading services
153、for theusers.3 Our Risks and Challenges We are subject to various risks and uncertainties,as more fully described in“Risk Factors”and elsewhere in thisprospectus.We urge you to read the“Risk Factors”section and this prospectus in full.Below is a summary of theprincipal factors that make an investmen
154、t in the Ordinary Shares speculative or subject to risk:Risks Related to Our Business and Industry Risks and uncertainties related to our business and industry include,without limitation,the following:A sustained outbreak of the COVID-19 pandemic could have a material adverse impact on our business,
155、operating results and financial condition.See“Risk FactorsRisks Related to Our Business andIndustryA sustained outbreak of the COVID-19 pandemic could have a material adverse impact onour business,operating results and financial condition”on page 18;Hong Kongs securities brokerage industry is highly
156、 competitive,and Solomon JFZ is subject toextensive and evolving regulatory requirements in the jurisdictions in which it operates.See“RiskFactorsRisks Related to Our Business and Industry We operate in a heavily regulated industry,andare subject to extensive and evolving regulatory requirements in
157、the jurisdictions in which we operate”on page 18;We may not be able to obtain or maintain all necessary licenses,permits and approvals and to make allnecessary registrations and filings for our business activities in multiple jurisdictions and related toresidents therein,especially in the PRC or oth
158、erwise relating to PRC residents.See“Risk FactorsRisks Related to Our Business and IndustryWe may not be able to obtain or maintain all necessarylicenses,permits and approvals and to make all necessary registrations and filings for our businessactivities in multiple jurisdictions and related to resi
159、dents therein,especially in the PRC or otherwiserelating to PRC residents”on page 19;We may have difficulties to retain existing clients or attract new clients.See“Risk FactorsRisksRelated to Our Business and Industry We may be unable to retain existing clients or attract newclients,or we may fail t
160、o offer services to address the needs of our clients as they evolve”on page 21;Our level of commission and fee rates may decline in the future.Any material reduction in ourcommission or fee rates could reduce our profitability.See“Risk FactorsRisks Related to OurBusiness and IndustryOur level of com
161、mission and fee rates may decline in the future.Any materialreduction in our commission or fee rates could reduce our profitability”on page 21;We derived a substantial portion of revenue from a small number of key clients.See“Risk Factor Risks Related to Our Business and Industry We derived a substa
162、ntial portion of revenue from a smallnumber of key clients”on page 26;Solowin relies on dividends and other distributions on equity paid by its subsidiary to fund any cash andfinancing requirements Solowin may have,and any limitation on the ability of its subsidiary to makepayments to Solowin could
163、have a material adverse effect on our ability to conduct our business.See“Risk Factors Risks Related to Our Corporate Structure Solowin relies on dividends and otherdistributions on equity paid by its subsidiary to fund any cash and financing requirements Solowin mayhave,and any limitation on the ab
164、ility of its subsidiary to make payments to Solowin could have amaterial adverse effect on our ability to conduct our business”on page 31.4 Risks Related to Doing Business in Jurisdictions We Operate We are subject to risks and uncertainties relating to doing business in Hong Kong in general,includi
165、ng withoutlimitation,the following:Substantially all our operations are in Hong Kong.However,the legal and operational risks associatedwith operations in China may also apply to operations in Hong Kong.Changes in the policies,regulations,rules,and the enforcement of laws of the Chinese government ma
166、y also be quick with littleadvance notice and our assertions and beliefs of the risk imposed by the PRC legal and regulatorysystem cannot be certain.See“Risk Factors Risks Related to Doing Business in Jurisdictions WeOperate Substantially all our operations are in Hong Kong.However,the legal and ope
167、rational risksassociated with operations in China may also apply to operations in Hong Kong.The Chinesegovernment may exercise significant oversight and discretion over the conduct of our business and mayintervene in or influence our operations at any time,which could result in a material change in
168、ouroperations and/or the value of the Ordinary Shares.Changes in the policies,regulations,rules,and theenforcement of laws of the Chinese government may also be quick with little advance notice and ourassertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain
169、”onpage 33;The enactment of Law of the PRC on Safeguarding the Hong Kong National Security Law could impactour Hong Kong operating subsidiary.See“Risk Factors Risks Related to Doing Business inJurisdictions We Operate The enactment of Law of the PRC on Safeguarding the Hong KongNational Security Law
170、)could impact our Hong Kong operating subsidiary”on page 34;There are political risks associated with conducting business in Hong Kong.See“Risk Factors RisksRelated to Doing Business in Jurisdictions We Operate There are political risks associated withconducting business in Hong Kong”on page 35;Afte
171、r the completion of this offering,the Ordinary Shares may be delisted under the HFCA At if thePCAOB is unable to inspect our auditors.The delisting of the Ordinary Shares,or the threat of suchdelisting,may materially and adversely affect the value of your investment.In December 2022,anomnibus spendi
172、ng bill was signed into law,which included the enactment of provisions under theAHFCAA to accelerate the timeline for implementation of trading prohibitions under the HFCA Actfrom three consecutive years to two consecutive years.On December 16,2021,the PCAOB issued itsdetermination that the PCAOB is
173、 unable to inspect or investigate completely PCAOB-registered publicaccounting firms headquartered in mainland China and Hong Kong,because of positions taken byauthorities in the jurisdictions,and the PCAOB included in the report of its determination a list of theaccounting firms that are headquarte
174、red in mainland China or Hong Kong.This list does not include ourauditor,WWC,P.C.While our auditor is based in the U.S.and is registered with the PCAOB andsubject to the PCAOB inspection,in the event it is later determined that the PCAOB is unable to inspector investigate completely our auditor,then
175、 such lack of inspection could cause our securities to bedelisted from the stock exchange.See“Risk Factors Risks Related to Doing Business in JurisdictionsWe Operate The Ordinary Shares may be prohibited from trading in the United States under theHFCA Act in the future if the PCAOB is unable to insp
176、ect or investigate completely auditors located inChina or Hong Kong.The delisting of the Ordinary Shares,or the threat of their being delisted,maymaterially and adversely affect the value of your investment”on page 36.We may subject to certain new PRC laws and regulations regarding cyber security,da
177、ta protection andoverseas listing.See“Risk Factors Risks Related to Doing Business in Jurisdictions We Operate We may become subject to a variety of PRC laws and other obligations regarding cyber security,dataprotection,overseas offerings and/or foreign investment in China-based issuers,and any fail
178、ure tocomply with applicable laws and obligations could have a material and adverse effect on our business,financial condition,and results of operations and may hinder our ability to offer or continue to offerOrdinary Shares to investors and cause the value of the Ordinary Shares to significantly de
179、cline or beworthless”on page 39.5 Risks Relating to this Offering and Ownership of the Ordinary Shares We are also subject to risks relating to the Ordinary Shares and this offering,including without limitation,thefollowing:There has been no public market for the Ordinary Shares prior to this offeri
180、ng and an active tradingmarket for the Ordinary Shares may not develop following the completion of this offering.See“RiskFactorsRisks Relating to this Offering and Ownership of the Ordinary sharesThere has been nopublic market for the Ordinary Shares prior to this offering and an active trading mark
181、et for theOrdinary Shares may not develop following the completion of this offering”on page 40;The Ordinary Shares may experience extreme price volatility unrelated to our actual or expectedoperating performance,financial condition or prospects,making it difficult for prospective investors toassess
182、the rapidly changing value of the Ordinary Shares and investors may experience losses on theirinvestment.See“Risk FactorsRisks Relating to this Offering and Ownership of the Ordinary sharesWe may experience extreme stock price volatility unrelated to our actual or expected operatingperformance,finan
183、cial condition or prospects,making it difficult for prospective investors to assess therapidly changing value of the Ordinary Shares”on page 41;We may not be able to maintain a listing of the Ordinary Shares on Nasdaq after completion of thisoffering.See“Risk FactorsRisks Relating to this Offering a
184、nd Ownership of the Ordinary sharesWemay not be able to maintain a listing of the Ordinary Shares on Nasdaq”on page 41;As the initial public offering price is substantially higher than our net tangible book value per share,youwill experience immediate and substantial dilution.See“Risk FactorsRisks R
185、elating to this Offeringand Ownership of the Ordinary sharesAs the initial public offering price is substantially higher thanour net tangible book value per share,you will experience immediate and substantial dilution”on page42;We have broad discretion as to the use of the net proceeds from this off
186、ering and our use of the offeringproceeds may not yield a favorable return on your investment.Additionally,we may use these proceedsin ways with which you may not agree or in the most effective way.See“Risk FactorsRisks Relatingto this Offering and Ownership of the Ordinary sharesWe have broad discr
187、etion as to the use of thenet proceeds from this offering and our use of the offering proceeds may not yield a favorable return onyour investment.Additionally,we may use these proceeds in ways with which you may not agree or inthe most effective way”on page 42;We have not historically declared or pa
188、id dividends on the Ordinary Shares and,consequently,yourability to achieve a return on your investment will depend on appreciation in the price of the OrdinaryShares.See“Risk FactorsRisks Relating to this Offering and Ownership of the Ordinary sharesWehave not historically declared or paid dividend
189、s on the Ordinary Shares and,consequently,your abilityto achieve a return on your investment will depend on appreciation in the price of the Ordinary Shares”on page 42;We will be subject to ongoing public reporting requirements that are less rigorous than Exchange Actrules for companies that are not
190、 emerging growth companies,and our shareholders could receive lessinformation than they might expect to receive from more mature public companies.See“Risk FactorsRisks Relating to this Offering and Ownership of the Ordinary sharesWe will be subject to ongoingpublic reporting requirements that are le
191、ss rigorous than Exchange Act rules for companies that are notemerging growth companies,and the shareholders could receive less information than they might expectto receive from more mature public companies”on page 43;Solowins directors,officers and principal shareholders have significant voting pow
192、er.See“RiskFactorsRisks Relating to this Offering and Ownership of the Ordinary shares Our directors,officersand principal shareholders have significant voting power and may take actions that may not be in thebest interests of our other shareholders”on page 43;6 We are exempt from certain provisions
193、 under the Exchange Act applicable to U.S.domestic publiccompanies.See“Risk FactorsRisks Relating to this Offering and Ownership of the Ordinary sharesWe are a foreign private issuer within the meaning of the rules under the Exchange Act,and as such weare exempt from certain provisions applicable to
194、 U.S.domestic public companies”on page 44;As a foreign private issuer,we are permitted to rely on exemptions from certain Nasdaq corporategovernance standards applicable to domestic U.S.issuers.This may afford less protection to holders ofthe Ordinary Shares.See“Risk FactorsRisks Relating to this Of
195、fering and Ownership of the OrdinarysharesAs a foreign private issuer,we are permitted to rely on exemptions from certain Nasdaqcorporate governance standards applicable to domestic U.S.issuers.This may afford less protection toholders of the Ordinary Shares”on page 44;You may face difficulties in p
196、rotecting your interests,and your ability to protect your rights throughU.S.courts may be limited,because Solowin is incorporated under Cayman Islands law.See“RiskFactorsRisks Relating to this Offering and Ownership of the Ordinary sharesYou may facedifficulties in protecting your interests,and your
197、 ability to protect your rights through U.S.courts maybe limited,because Solowin is incorporated under Cayman Islands law”on page 45.Our Corporate History and Structure Solomon JFZ was established under the Hong Kong laws on July 25,2016.Solomon JFZ does not have anysubsidiaries.From July 2021 to Oc
198、tober 2022,we carried out a series of transactions to reorganize our legal structure.As partof the reorganization,Solowin was incorporated as an exempted company under the laws of Cayman Islands onJuly 23,2021.On October 17,2022,Solomon JFZ,Solowin and Master Venus Limited,the then sole shareholdero
199、f Solomon JFZ entered into a share exchange transaction,in which Master Venus Limited,transferred 100%ownership of Solomon JFZ to Solowin.Master Venus Limited is owned by three shareholders,Gemini AsiaHoldings Limited,FORTUNE DYNASTY GLOBAL LIMITED and Vulcan Worldwide Holdings Limited.As aresult of
200、 this transaction,Solomon JFZ became our wholly-owned subsidiary and the shareholders of MasterVenus Limited became the owners of 100%of the outstanding Ordinary Shares.Upon incorporation on July 23,2021,one ordinary share,par value$1 per share,of Solowin was allotted andissued to Ogier Global Subsc
201、riber(Cayman)Limited,who transferred the share to Ling Ngai Lok on July 27,2021.On the same day,Solowin issued additional 49,999 ordinary shares,par value$1 per share,to Ling NgaiLok.On June 9,2022,as a result of the above share exchange transaction with Solomon JFZs shareholders,LingNgai Lok transf
202、erred(i)17,000 ordinary shares to Gemini Asia Holdings Limited;(ii)16,500 ordinary shares toFORTUNE DYNASTY GLOBAL LIMITED and(iii)16,500 ordinary shares to Vulcan Worldwide HoldingsLimited.On December 7,2022,(i)each of the existing issued and unissued shares of par value of$1.00 each of Solowinwas
203、subdivided into 10,000 shares of par value of$0.0001 each of Solowin;and(ii)the authorized share capitalof Solowin was increased to$100,000 divided into 1,000,000,000 shares of$0.0001 each.On the same day,eachof Gemini Asia Holdings Limited,FORTUNE DYNASTY GLOBAL LIMITED and Vulcan Worldwide Holding
204、sLimited had surrendered 165,920,000 Ordinary Shares,161,040,000 Ordinary Shares and 161,040,000 OrdinaryShares,respectively,each of a par value of$0.0001 per share,to Solowin.As a result of the above surrenders,each of Gemini Asia Holdings Limited,FORTUNE DYNASTY GLOBAL LIMITED and Vulcan Worldwide
205、Holdings Limited holds 4,080,000 Ordinary Shares,3,960,000 Ordinary Shares and 3,960,000 Ordinary Shares,respectively,each of a par value of$0.0001 per share.As such,Solowin has 12,000,000 Ordinary Shares issuedand outstanding as of the date of this prospectus.7 The following diagram illustrates our
206、 corporate structure as of the date of this prospectus:The following table shows the percentage of holding the public shareholders will have post-IPO:Share Purchased(pre-offering)Share Purchased(post-offering)Number%Number%Existing shareholders 12,000,000 100%12,000,000 IPO shareholders 0 0%Total 12
207、,000,000 100%100%As of the date of this prospectus,Solowins directors,officers and principal shareholders hold in aggregate 100%of the Ordinary Shares.After this offering,these directors,officers and principal shareholders will hold inaggregate*%or more of the Ordinary Shares.Although we will not be
208、 considered a“controlled company”under Nasdaq corporate governance rules as we do not currently expect that more than 50%of our voting powerwill be held by an individual,a group or another company immediately following the consummation of thisoffering,the abovementioned shareholders,if they act toge
209、ther,will be able to control the management andaffairs of our company.8 As advised by our Hong Kong counsel,Keith Lam Lau&Chan,based on their understanding of the currentHong Kong laws,as of the date of this prospectus,Solowin is not required to obtain any permissions orapprovals from Hong Kong auth
210、orities before listing in the U.S.and to issue the Ordinary Shares to foreigninvestors.In addition,as advised by our PRC counsel,Shu Jin Law Firm,as of the date of this prospectus,ouroperations in Hong Kong and our proposed public offering in the United States are not subject to the review norprior
211、approval of the CAC Administration of China(the“CAC”)nor the China Securities RegulatoryCommission(the“CSRC”).As described below,on February 17,2023,with the approval of the State Council,the CSRC issued the institutional rules related to the management of overseas listing filings,which came intoeff
212、ect on March 31,2023.There are six institutional rules issued,including the“Trial Administrative Measuresof Overseas Securities Offering and Listing by Domestic Enterprises”and five supporting guidelines(the“NewOverseas Listing Rules”).According to the New Overseas Listing Rules,direct or indirect o
213、verseas listings ofcompanies incorporated in the PRC are required to file with CSRC by submitting filing reports,legal opinionsand other relevant materials.As advised by our PRC counsel,Shu Jin Law Firm,we are not subject to the NewOverseas Listing Rules.However,the legal and operational risks assoc
214、iated with operations in China may applyto our operations in Hong Kong,should recent statements and regulatory actions by Chinas government apply tous in the future.In the event that(i)the PRC government expanded the categories of industries and companieswhose foreign securities offerings are subjec
215、t to the filing requirement or review by the CSRC or the CAC andthat we are required to file or obtain such permissions or approvals,or(ii)we inadvertently concluded thatrelevant filing or permissions or approvals were not required or that we did not file or receive or maintainrelevant permissions o
216、r approvals as required,any action taken by the PRC government could significantly limitor completely hinder Solomon JFZs operations in Hong Kong and Solowins ability to offer or continue to offerthe Ordinary Shares to investors and could cause the value of such securities to significantly decline o
217、r beworthless.See“Risk Factors Risks Related to Doing Business in Jurisdictions We Operate”beginning on page33 of this prospectus for a discussion of these legal and operational risks that should be considered beforemaking a decision to purchase the Ordinary Shares.Licenses and Permissions Save as d
218、isclosed below,as advised by our Hong Kong counsel,Keith Lam Lau&Chan,other than thoserequisite for a domestic company in Hong Kong engaged in the same business,we are not required to obtain anyadditional permission from any Hong Kong authorities.Save as disclosed below,as of the date of this prospe
219、ctus,Solomon JFZ has received from Hong Kongauthorities all requisite licenses,permissions or approvals needed to engage in the businesses currently conductedby them in Hong Kong,and no permission or approval has been denied.Such licenses and permissions includeType 1 license(dealing in securities),
220、Type 4 license(Advising on securities),Type 6 license(advising oncorporate finance)and Type 9 license(Asset management).The following table summarizes the licenses andpermissions held by our Hong Kong subsidiary.License/Permit Issuing Authority Issuance Date Term RestrictionsType 1 license(dealing i
221、nsecurities)Hong KongSecurities andFutures Commission January 10,2017 No expiration date No LicensingConditionType 4 license(Advising onsecurities)Hong KongSecurities andFutures Commission October 16,2019 No expiration date No LicensingConditionType 6 license(advising oncorporate finance,excluding a
222、cting as asponsor of a listingapplicant in an initialpublic offering andadvising on the codeon takeovers and Hong KongSecurities andFutures Commission May 13,2021 No expiration date The licensee shall notadvise onmatters/transactionsfalling within theambit of the Codes onTakeovers andMergers and Sha
223、reBuy-backs issued bythe Commission&mergers and sharerepurchases)shall not act assponsor in respect ofan application for thelisting on a recognizedstock market of anysecuritiesType 9 license(Assetmanagement)Hong KongSecurities andFutures Commission October 16,2019 No expiration date No LicensingCond
224、ition To conduct any regulated activity,a licensed corporation must appoint at least two responsible officers for eachtype of regulated activity.Among these officers,at least one should be an executive director,responsible forsupervising the respective regulated activity.During the period from July1
225、0,2022 to January 12,2023,SolomonJFZ had only one responsible officer to carry out Type 9(asset management)regulated activities,namely,Mr.Wai Kin Leung who is not an executive director of Solomon JFZ.On November 16,2022,Solomon JFZsubmitted an application to register Mr.Ling Ngai Lok,an executive di
226、rector of Solomon JFZ,as an additionalresponsible officer to carry out Type 1(dealing in securities),Type 4(advising on securities)and Type 9(assetmanagement)regulated activities.On November 30,2022,HKSFC accepted the application and Solomon JFZpaid HKSFC the requisite registration fees on December
227、6,2022.On January 12,2023,HKSFC approved ourapplication.As of the date of this prospectus,Solomon JFZ has four responsible officers to carry out Type 1regulated activities,three responsible officers to carry out Type 4 regulated activities,two responsible officers tocarry out Type 6 regulated activi
228、ties and two responsible officers to carry out Type 9 regulated activities.Amongthe responsible officers,at least one of them is an executive director.As a result,we are currently in fullcompliance with the HKSFC requirements on this matter.9 In addition,as advised by our PRC legal counsel,Shu Jin L
229、aw Firm,we do not believe our operations in HongKong and our proposed public offering in the United States are subject to the review or prior approval of theCAC or the CSRC.Specially,we do not currently expect the revised Cybersecurity Review Measures(the“revised CRM”),published by CAC on December 2
230、8,2021,to have an impact on our business,operations or thisoffering as we do not believe that Solomon JFZ is deemed to be an“operator of critical informationinfrastructure”or a“data processor”controlling personal information of no less than one million users,that arerequired to file for cybersecurit
231、y review before listing in the U.S.,because:(i)Solomon JFZ is incorporated andoperating in Hong Kong and the revised CRM remains unclear whether it shall be applied to a Hong Kongcompany;(ii)Solomon JFZ operates without any subsidiary or VIE structure in mainland China;(iii)as of dateof this prospec
232、tus,Solomon JFZ has collected and stored personal information of approximately 15,000 PRCindividual clients,far less than one million users;and(vi)as of the date of this prospectus,Solomon JFZ has notbeen informed by any PRC governmental authority of any requirement that it files for a cybersecurity
233、 review.However,there remains significant uncertainty in the interpretation and enforcement of relevant PRCcybersecurity laws and regulations.If Solomon JFZ is deemed to be an“operator of critical informationinfrastructure”or a“data processor”controlling personal information of no less than one mill
234、ion users,SolomonJFZs operation and the listing of the Ordinary Shares in the U.S.could be subject to CACs cybersecurity reviewin the future.If Solomon JFZ(i)does not receive or maintain such permissions or approvals,should the approvalis required in the future by the PRC government,(ii)inadvertentl
235、y concluded that such permissions or approvalsare not required,or(iii)applicable laws,regulations,or interpretations change and Solomon JFZ is required toobtain such permissions or approvals in the future,our operations and financial conditions could be materiallyadversely affected,and our ability t
236、o offer securities to investors could be significantly limited or completelyhindered and the securities currently being offered may substantially decline in value and be worthless.Inaddition,if we do not receive or maintain our existing licenses,or we inadvertently conclude that governmentalapproval
237、s are not required,or applicable laws,regulations,or interpretations change such that we are required toobtain approval in the future and we fail to obtain such approval on a timely basis,we may be subject togovernmental investigations,fines,penalties,orders to suspend operations and rectify any non
238、-compliance,orprohibitions from conducting certain business or any financing,which could result in a material adverse changein our operations,significantly limit or completely hinder our ability to offer or continue to offer securities toinvestors,or cause our securities to significantly decline in
239、value or become worthless.See“Risk FactorsRisks Relating to Doing Business in Jurisdictions We Operate We may become subject to avariety of PRC laws and other obligations regarding cyber security,data protection,overseas offerings and/orforeign investment in China-based issuers,and any failure to co
240、mply with applicable laws and obligations couldhave a material and adverse effect on our business,financial condition,and results of operations and may hinderour ability to offer or continue to offer Ordinary Shares to investors and cause the value of the Ordinary Sharesto significantly decline or b
241、e worthless”on page 39.Transfer of Cash Through Our Organization During the years ended March 31,2022 and 2021,the six months ended September 30,2022 and 2021 and up tothe date of this prospectus,there was no transfer of assets among Solowin and Solomon JFZ.We intend to keepany future earnings to fi
242、nance the expansion of our business,and we do not anticipate that any cash dividendswill be paid in the foreseeable future.Any future determination related to our dividend policy will be made at thediscretion of our board of directors after considering our financial condition,results of operations,c
243、apitalrequirements,contractual requirements,business prospects and other factors the board of directors deemsrelevant,and subject to the restrictions contained in any future financing instruments.The Companies Act(As Revised)of the Cayman Islands permits,subject to a solvency test and the provisions
244、,ifany,of Solowins memorandum and articles of association,the payment of dividends and distributions out of theshare premium account.With the exception of the foregoing,there are no statutory provisions relating to thepayment of dividends.Based upon English case law,which is regarded as persuasive i
245、n the Cayman Islands,dividends may be paid only out of profits.In addition,Solowin is permitted under the laws of Cayman Islands toprovide funding to Solomon JFZ through loans or capital contributions without restrictions on the amount of thefunds.If we determine to pay dividends on any of the Ordin
246、ary Shares in the future,as a holding company,Solowin willbe dependent on receipt of funds from Solomon JFZ by way of dividend payments.10 Solomon JFZ is permitted under the laws of Hong Kong to provide funding to Solowin through dividenddistribution.Under Hong Kong law,dividends could only be paid
247、out of distributable profits(that is,accumulated realized profits less accumulated realized losses)or other distributable reserves.Dividends cannotbe paid out of share capital.Under the current practice of the Inland Revenue Department of Hong Kong,no taxis payable in Hong Kong in respect of dividen
248、ds paid by us.In addition,there are no restrictions on foreignexchange and there are no limitations on the abilities of Solowin to transfer cash to or from Solomon JFZ or toinvestors under Hong Kong law.There are no restrictions or limitation under the laws of Hong Kong imposed onthe conversion of H
249、K dollar into foreign currencies and the remittance of currencies out of Hong Kong,nor thereis any restriction on foreign exchange to transfer cash between Solowin and Solomon JFZ,across borders and toU.S.investors,nor there are any restrictions and limitations to distribute earnings from Solomon JF
250、Z to Solowinand U.S.investors and amounts owed.Since the only transfer of cash between Solowin and Solomon JFZ werein the form of dividends and there are no limitations on the abilities of Solowin to transfer cash to or fromSolomon JFZ or to investors under Hong Kong laws,Solowin has not established
251、 cash management policies thatdictate how funds are transferred.See“Dividend Policy”,and“Risk Factors Risks Related to Our Corporate Structure Solowin relies ondividends and other distributions on equity paid by its subsidiary to fund any cash and financing requirementsSolowin may have,and any limit
252、ation on the ability of its subsidiary to make payments to Solowin could have amaterial adverse effect on our ability to conduct our business”for more information.Recent Regulatory Developments in China Recently,the PRC government initiated a series of actions and statements to regulate business ope
253、rations inChina with little advance notice,including cracking down on illegal activities in the securities market,enhancingsupervision over China-based companies listed overseas,adopting new measures to extend the scope ofcybersecurity reviews,and expanding efforts in anti-monopoly enforcement.On Ju
254、ne 10,2021,the Standing Committee of the National Peoples Congress(“SCNPC”)enacted the PRC DataSecurity Law,which took effect on September 1,2021.The law requires data collection to be conducted in alegitimate and proper manner,and stipulates that,for the purpose of data protection,data processing a
255、ctivitiesmust be conducted based on data classification and hierarchical protection system for data security.On July 6,2021,the General Office of the Communist Party of China Central Committee and the General Officeof the State Council jointly issued a document to crack down on illegal activities in
256、 the securities market andpromote the high-quality development of the capital market,which,among other things,requires the relevantgovernmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation,toenhance supervision over China-based companies listed oversea
257、s,and to establish and improve the system ofextraterritorial application of the PRC securities laws.These opinions proposed to take effective measures,suchas promoting the construction of relevant regulatory systems,to deal with the risks and incidents facing China-based overseas-listed companies an
258、d the demand for cybersecurity and data privacy protection.On February 17,2023,with the approval of the State Council,the CSRC issued the New Overseas Listing Rules,under whichdirect or indirect overseas listings of companies incorporated in the PRC are required to file with CSRC bysubmitting filing
259、 reports,legal opinions and other relevant materials.On August 20,2021,the SCNPC adopted the“Personal Information Protection Law of the Peoples Republic ofChina”(the“PRC PIPL”),which became effective on November 1,2021.The PRC PIPL applies to theprocessing of personal information of natural persons
260、within the territory of China that is carried out outside ofChina where(1)such processing is for the purpose of providing products or services for natural persons withinChina,(2)such processing is to analyze or evaluate the behavior of natural persons within China,or(3)there areany other circumstanc
261、es stipulated by related laws and administrative regulations.11 On July 10,2021,the CAC issued the Measures for Cybersecurity Review for public comments(the“RevisedDraft”),which required that,among others,in addition to“operator of critical information infrastructure”any“data processor”controlling p
262、ersonal information of no less than one million users which seeks to list in aforeign stock exchange should also be subject to cybersecurity review.Pursuant to Article 6 of the Revised Draft,companies holding data or more than one million users must apply for cybersecurity approval when seekingovers
263、eas listings because of the risk that such data and personal information could be“affected,controlled,andmaliciously exploited by foreign governments.”On December 28,2021,the CAC published the revised CRM,which further restates and expands the applicable scope of the cybersecurity review.The revised
264、 CRM tookeffect on February 15,2022,and replaced the Revised Draft issued on July 10,2021.The revised CRM providesthat operators of critical information infrastructure purchasing network products and services,and onlineplatform operators(together with the operators of critical information infrastruc
265、ture,the“operators”)carryingout data processing activities that affect or may affect national security,shall conduct a cybersecurity review,andany online platform operator who controls more than one million users personal information must go through acybersecurity review by the cybersecurity review
266、office if it seeks to be listed in a foreign country.Given that(1)our operating subsidiary is incorporated and located in Hong Kong and Solomon JFZ does notcontrol more than one million users personal information;(2)we have no subsidiary,VIE structure,or any directoperations in mainland China;(3)the
267、 primary focus of our business operations is located outside mainland Chinaand the majority of our senior management personnel,who are responsible for the daily operation andmanagement,are Hong Kong citizens and do not reside in mainland China;(4)we possess minimum amount,ifnot none of personal info
268、rmation in our business operations;(5)data processed in our business does not have abearing on national security and thus may not be classified as core or important data by the authorities;and(6)pursuant to the Basic Law,which is a national law of the PRC and the constitutional document for Hong Kon
269、g,national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law(which is confined to laws relating to defense and foreign affairs,as well as other matters outside the autonomyof Hong Kong),as advised by our PRC legal counsel,Shu Jin Law Firm,we do n
270、ot currently expect the revisedCRM,the PRC PIPL,and the New Overseas Listing Rules to have an impact on our business,operations,or thisoffering.Nevertheless,the legal and operational risks associated with operations in China may apply to our operations inHong Kong,should recent statements and regula
271、tory actions by Chinas government apply to us in the future.Since these statements and regulatory actions are relatively new,it is highly uncertain how soon the legislative oradministrative regulation making bodies will respond and what existing or new laws or regulations or detailedimplementations
272、and interpretations will be modified or promulgated,if any.It is also highly uncertain what thepotential impact such modified or new laws and regulations will have on the daily business operations of ouroperating subsidiary,its abilities to accept foreign investments and the listing of the Ordinary
273、Shares on a U.S.orother foreign exchanges.See“Risk FactorsRisks Related to Doing Business in Jurisdictions We Operate We may become subject to avariety of PRC laws and other obligations regarding cyber security,data protection,overseas offerings and/orforeign investment in China-based issuers,and an
274、y failure to comply with applicable laws and obligations couldhave a material and adverse effect on our business,financial condition,and results of operations and may hinderour ability to offer or continue to offer Ordinary Shares to investors and cause the value of the Ordinary Sharesto significant
275、ly decline or be worthless”on page 39.Recent PCAOB Developments After completion of this offering,the Ordinary Shares may be prohibited from being trading on a nationalexchange if the PCAOB is unable to inspect our auditors for two consecutive years.On June 22,2021,the U.S.Senate passed the AHFCAA,w
276、hich,if enacted,would amend the HFCA Act and require the SEC to prohibit anissuers securities from trading on any U.S.stock exchanges if its auditor is not subject to PCAOB inspectionsfor two consecutive years instead of three and thus,reduces the time before our securities may be prohibited fromtra
277、ding or delisted.In December 2022,an omnibus spending bill was passed by Congress and later signed intolaw,which included the enactment of provisions under the AHFCAA to accelerate the timeline forimplementation of trading prohibitions under the HFCA Act from three consecutive years to two consecuti
278、veyears.The delisting of the Ordinary Shares,or the threat of their being delisted,may materially and adverselyaffect the value of your investment.Our auditor,WWC,P.C.,the independent registered public accounting firm that issues the audit report includedelsewhere in this prospectus,as an auditor of
279、 companies that are traded publicly in the United States and a firmregistered with the PCAOB,is subject to laws in the United States pursuant to which the PCAOB conductsregular inspections to assess our auditors compliance with the applicable professional standards.Our auditor hasbeen inspected by t
280、he PCAOB on a regular basis with the last inspection in November 2021.12 On December 16,2021,the PCAOB issued a report on its determinations that it was unable to inspect orinvestigate completely PCAOB-registered public accounting firms headquartered in mainland China and in HongKong,because of posi
281、tions taken by PRC authorities in those jurisdictions.The PCAOB made its determinationspursuant to PCAOB Rule 6100,which provides a framework for how the PCAOB fulfills its responsibilitiesunder the HFCA Act.The report further listed in its Appendix A and Appendix B,Registered Public AccountingFirms
282、 Subject to the mainland China Determination and Registered Public Accounting Firms Subject to the HongKong Determination,respectively.Our auditor,WWC,P.C.is headquartered in San Mateo,California,and didnot appear as part of the report and was not listed under its appendix A or appendix B.On August
283、26,2022,the CSRC,the MOF,and the PCAOB signed the Protocol governing inspections andinvestigations of accounting firms based in mainland China and Hong Kong,taking the first step toward openingaccess for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainlan
284、dChina and Hong Kong.Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC,the PCAOBshall have independent discretion to select any issuer audits for inspection or investigation and has the unfetteredability to transfer information to the SEC.On December 15,2022,the PCAOB made
285、 a statement announcing thatit was able,in 2022,to inspect and investigate completely issuer audit engagements of PCAOB-registered publicaccounting firms headquartered in China and Hong Kong and as a result,vacated its December 16,2021determination.However,uncertainties still exist as to whether the
286、 PCAOB will have continued access forcomplete inspections and investigations in 2023 and beyond.The PCAOB has also indicated that it will actimmediately to consider the need to issue new determinations with the HFCA Act if needed.For more detailed information,see“Risks Related to Doing Business in J
287、urisdictions We Operate TheOrdinary Shares may be prohibited from trading in the United States under the HFCA Act in the future if thePCAOB is unable to inspect or investigate completely auditors located in China or Hong Kong.The delisting ofthe Ordinary Shares,or the threat of their being delisted,
288、may materially and adversely affect the value of yourinvestment”on page 36.Implications of Being an Emerging Growth Company We had less than$1.235 billion in annual gross revenue during our last fiscal year.As a result,we qualify as an“emerging growth company”as defined in the Jumpstart Our Business
289、 Startups Act of 2012(the“JOBS Act”)and may take advantage of reduced public reporting requirements.These provisions include,but are not limitedto:being permitted to present only two years of audited financial statements and only two years of relatedManagements Discussion and Analysis of Financial C
290、ondition and Results of Operations;not being required to comply with the auditor attestation requirements in the assessment of our internalcontrol over financial reporting;reduced disclosure regarding executive compensation in periodic reports,proxy statements andregistration statements;and exemptio
291、ns from the requirements of holding a nonbinding advisory vote on executive compensationand shareholder approval of any golden parachute payments not previously approved.We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary ofthe date of the
292、first sale of the Ordinary Shares pursuant to this offering.However,if certain events occur beforethe end of such five-year period,including if we become a“large accelerated filer,”if our annual gross revenuesexceed$1.235 billion or if we issue more than$1.0 billion of non-convertible debt in any th
293、ree-year period,wewill cease to be an emerging growth company before the end of such five-year period.Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extendedtransition period provided in Section 7(a)(2)(B)of the Securities Act of 1933,as amended(the“Se
294、curities Act”),for complying with new or revised accounting standards.Implications of Being a Foreign Private Issuer Upon consummation of this offering,we will report under the Securities Exchange Act of 1934,as amended(the“Exchange Act”),as a non-U.S.company with“foreign private issuer”status.Even
295、after we no longer qualify asan emerging growth company,so long as we qualify as a foreign private issuer under the Exchange Act,we willbe exempt from certain provisions of the Exchange Act and the rules thereunder that are applicable to U.S.domestic public companies,including:the rules under the Ex
296、change Act that require U.S.domestic public companies to issue financialstatements prepared under U.S.GAAP;sections of the Exchange Act that regulate the solicitation of proxies,consents or authorizations inrespect of any securities registered under the Exchange Act;13 sections of the Exchange Act t
297、hat require insiders to file public reports of their share ownership andtrading activities and that impose liability on insiders who profit from trades made in a short period oftime;and the rules under the Exchange Act that require the filing with the SEC of quarterly reports on Form 10-Q,containing
298、 unaudited financial and other specified information,and current reports on Form 8-K,upon the occurrence of specified significant events.We will file with the SEC,within four months after the end of each fiscal year(or such other reports required bythe SEC),an annual report on Form 20-F containing f
299、inancial statements audited by an independent registeredpublic accounting firm.We may take advantage of these exemptions until such time as we are no longer a foreign private issuer.Wewould cease to be a foreign private issuer at such time as more than 50%of our outstanding voting securities areheld
300、 by U.S.residents and any of the following three circumstances applies:(i)the majority of our executiveofficers or directors are U.S.citizens or residents,(ii)more than 50%of our assets are located in the UnitedStates or(iii)our business is administered principally in the United States.Both foreign
301、private issuers and emerging growth companies are also exempt from certain of the more extensiveSEC executive compensation disclosure rules.Therefore,if we no longer qualify as an emerging growthcompany but remain a foreign private issuer,we will continue to be exempt from such rules and will contin
302、ue tobe permitted to follow our home country practice as to the disclosure of such matters.Corporate Information Our principal executive offices are located at Room 1910-1912A,Tower 3,China Hong Kong City,33 CantonRoad,Tsim Sha Tsui,Kowloon,Hong Kong.Solowins registered office is currently located a
303、t the office of Conyers Trust Company(Cayman)Limited atCricket Square,Hutchins Drive,PO Box 2681,Grand Cayman KY1-1111,Cayman Islands which may bechanged from time to time at the discretion of directors.Solowins agent for service of process in the United States is Cogency Global Inc.located at 122 E
304、ast 42ndStreet,18th Floor,New York,NY 10168.Our website can be found at https:/.hk.The information contained on our website is not apart of this prospectus,nor is such content incorporated by reference herein,and should not be relied upon indetermining whether to make an investment in the Ordinary S
305、hares.Impact of COVID-19 Since late December 2019,the outbreak of a novel strain of coronavirus,later named COVID-19,that was firstidentified in China and later to the rest of the world.On January 30,2020,the International Health RegulationsEmergency Committee of the World Health Organization declar
306、ed the outbreak a“Public Health Emergency ofInternational Concern(PHEIC),”and later on March 11,2020 a global pandemic.The COVID-19 outbreak hasled governments across the globe to impose a series of measures intended to contain its spread,including borderclosures,travel bans,quarantine measures,soci
307、al distancing,and restrictions on business operations and largegatherings.From 2020 to the middle of 2021,COVID-19 vaccination program had been greatly promoted aroundthe globe,however several types of COVID-19 variants emerged in different parts of the world.This outbreak of COVID-19 has caused com
308、panies such as ours,as well as our business partners,to implementtemporary adjustments to work schedules and travel plans,mandating employees to work from home andcollaborate remotely.As a result,we may have experienced lower efficiency and productivity,internally andexternally,which may adversely a
309、ffect our service quality.Moreover,our business depends on our employees.Ifany of our employees has contracted or is suspected of having contracted COVID-19,these employees will berequired to be quarantined and they could pass it to other of our employees,potentially resulting in severedisruption to
310、 our business.Furthermore,our results of operations have been affected by the COVID-19 outbreak.Due to the instability ofglobal financial markets and other economic and financial challenges brought about by COVID-19,ourbusinesses and clients have been adversely affected by travel restrictions preven
311、ting PRC residents fromtravelling to Hong Kong.More broadly,the COVID-19 outbreak threatens global economies and has causedsignificant market volatility and declines in general economic activities.This may have severely dampened theconfidence in global markets and potential clients.Any future impact
312、 on our results of operations will depend on,to a large extent,future developments and newinformation that may emerge regarding the duration and severity of the COVID-19 pandemic and the actionstaken by government authorities and other entities to contain the spread or treat its impact,almost all of
313、 whichare beyond our control.We will continue to closely monitor the situation.14 T?O?Shares offered Ordinary Shares(or Ordinary Shares if the underwriters exercise theover-allotment option in full).Offering price We currently estimate that the initial public offering price will be between$and$per O
314、rdinary Share.Ordinary Shares issued andoutstanding before thisoffering 12,000,000 Ordinary Shares.See“Description of Share Capital”for moreinformation.Ordinary Shares issued andoutstanding immediately afterthis offering Ordinary Shares(or Ordinary Shares if the underwriters exercise theover-allotme
315、nt option in full).Over-allotment option We have granted to the underwriters a 45-day option to purchase up to anadditional 15.0%of the Ordinary Shares sold in the offering(up to additional Ordinary Shares)at the initial public offering price,less theunderwriting discounts and commissions.Use of pro
316、ceeds We expect to receive net proceeds of approximately$million from thisoffering,assuming an initial public offering price of$per Ordinary Share,being the midpoint of the estimated initial public offering price range set forthon the cover page of this prospectus,and no exercise of the underwriters
317、 over-allotment option,after deducting estimated underwriting discounts andcommissions and estimated offering expenses payable by us.We plan to use the net proceeds of this offering for,among others,supportingthe expansion of our current business,recruiting additional experiencedprofessional staff,f
318、unding the increasing HKSFC capital requirementsproportion to the enlarged client base,and promoting the brand awareness.See“Use of Proceeds”for more information on the use of proceeds.Risk factors Investing in the Ordinary Shares involves risks and purchasers of the OrdinaryShares may lose part or
319、all of their investment.See“Risk Factors”for adiscussion of factors you should carefully consider before deciding to invest inthe Ordinary Shares.Lock-up We,our directors and executive officers and any holder(s)of five percent(5.0%)or more of the outstanding Ordinary Shares are expected to enter int
320、o lock-upagreements with the underwriters to agree not to sell,transfer or dispose of anyOrdinary Shares,without the underwriters prior written consent,for a period of180 days from the effective date of registration statement of which thisprospectus forms a part.See“Underwriting.”Proposed trading ma
321、rket andsymbol We applied to list the Ordinary Shares on the Nasdaq Capital Market under thesymbol“SWIN”.15 S?C?F?I?The following summary historical financial information should be read in conjunction with our consolidatedfinancial statements and related notes included elsewhere in the prospectus an
322、d the information contained in“Managements Discussion and Analysis of Financial Condition and Results of Operations”below.Our financialstatements are prepared and presented in accordance with U.S.GAAP.Our historical results for any period arenot necessarily indicative of our future performance.The f
323、ollowing summary consolidated financial data as of March 31,2022 and 2021 and for the years then endedhave been derived from our audited consolidated financial statements included elsewhere in this prospectus.Thefollowing summary consolidated financial data as of September 30,2022 and for the six mo
324、nths endedSeptember 30,2022 and 2021 have been derived from our unaudited interim condensed consolidated financialstatements included elsewhere in this prospectus.Years Ended March 31 (In thousands,except share and per share data)2022 2021 Statements of Loss Data Total revenue$3,256$1,181 Total expe
325、nses 4,432 1,883 Loss from operations (1,176)(702)Total other income 197 57 Loss before income tax expense (979)(645)Income tax expense -Net loss$(979)$(645)Net loss per share Basic and diluted$(0.09)$(0.08)Weighted average number of shares outstanding Basic and diluted 10,364,300 8,081,300 Six Mont
326、hs EndedSeptember 30(In thousands,except share and per share data)2022 2021 Statements of Loss Data Total revenue$1,166$2,328 Total expenses 1,418 2,701 Loss from operations (252)(373)Total other income 52 13 Loss before income tax expense (200)(360)Income tax expense -Net loss$(200)$(360)Net loss p
327、er share Basic and diluted$(0.02)$(0.04)Weighted average number of shares outstanding Basic and diluted 12,000,000 9,474,500 As ofSeptember 30,2022 As ofMarch 31,2022 As ofMarch 31,2021 Balance Sheet Data Cash and cash equivalents$638$977$542 Current assets 7,635 9,097 13,244 Total assets 7,904 9,45
328、9 13,723 Current liabilities 6,110 7,459 12,160 Total liabilities 6,110 7,459 12,259 Shareholders equity 1,794 2,000 1,464 Total liabilities and shareholders equity$7,904$9,459$13,723 16 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements that are ba
329、sed on our managements beliefs andassumptions and on information currently available to us.All statements other than statements of historical factsare forward-looking statements.The forward-looking statements are contained principally in,but not limited to,the sections entitled“Prospectus Summary,”“
330、Risk Factors,”“Managements Discussion and Analysis ofFinancial Condition and Results of Operations”and“Business.”These statements relate to future events or toour future financial performance and involve known and unknown risks,uncertainties and other factors that maycause our actual results,levels
331、of activity,performance or achievements to be materially different from any futureresults,levels of activity,performance or achievements expressed or implied by these forward-lookingstatements.Forward-looking statements include,but are not limited to,statements about:our goals and strategies;our fut
332、ure business development,financial condition and results of operations;expected changes in our revenue,costs or expenditure;our expectations regarding demand for and market acceptance of our products and services;competition in our industry;and government policies and regulations relating to our ind
333、ustry.In some cases,you can identify forward-looking statements by terms such as“may,”“could,”“will,”“should,”“would,”“expect,”“plan,”“intend,”“anticipate,”“believe,”“estimate,”“predict,”“potential,”“project”or“continue”or the negative of these terms or other comparable terminology.These statements are onlypredictions.You should not place undue reliance on forward-looking statements because they i