Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
SOLOWIN HOLDINGS (Name of Issuer) |
Class A Ordinary Shares, $0.0001 par value (Title of Class of Securities) |
G82759104 (CUSIP Number) |
Ling Ngai Lok Room 1910-1912A, Tower 3,China Hong Kong, 33 Canton Road, Tsim Sha Tsui Kowloon, K3, 00000 (852) 3428-3893 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/03/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G82759104 |
| 1 |
Name of reporting person
Gemini Asia Holdings Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,080,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.55 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The shares reported in Row 7, Row 9, and Row 11 represent 4,080,000 Class B ordinary shares. The percentage reported in Row 13 is calculated based on a total of 155,825,986 Class A ordinary shares and 31,371,599 Class B ordinary shares issued and outstanding of the Issuer as of September 3, 2025. Class B ordinary shares are convertible into Class A ordinary shares on a 1:1 basis at any time at the holder's option.
SCHEDULE 13D
|
| CUSIP No. | G82759104 |
| 1 |
Name of reporting person
VAST SPACE LIMITED | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
46,663,197.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
26.05 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The shares reported in Row 7, Row 9, and Row 11 represent 23,331,598 Class A ordinary shares and 23,331,599 Class B ordinary shares. The percentage reported in Row 13 is calculated based on a total of 155,825,986 Class A ordinary shares and 31,371,599 Class B ordinary shares issued and outstanding of the Issuer as of September 3, 2025. Class B ordinary shares are convertible into Class A ordinary shares on a 1:1 basis at any time at the holder's option.
SCHEDULE 13D
|
| CUSIP No. | G82759104 |
| 1 |
Name of reporting person
WELL INSIGHT LIMITED | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
23,331,599.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14.97 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The shares reported in Row 7, Row 9, and Row 11 represent 23,331,599 Class A ordinary shares. The percentage reported in Row 13 is calculated based on a total of 155,825,986 Class A ordinary shares issued and outstanding of the Issuer as of September 3, 2025.
SCHEDULE 13D
|
| CUSIP No. | G82759104 |
| 1 |
Name of reporting person
Ling Ngai Lok | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
74,074,796.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
40.43 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The shares reported in Row 11 represent 46,663,197 Class A ordinary shares and 27,411,599 Class B ordinary shares. The percentage reported in Row 13 is calculated based on a total of 155,825,986 Class A ordinary shares and 31,371,599 Class B ordinary shares issued and outstanding of the Issuer as of September 3, 2025. Class B ordinary shares are convertible into Class A ordinary shares on a 1:1 basis at any time at the holder's option.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, $0.0001 par value |
| (b) | Name of Issuer:
SOLOWIN HOLDINGS |
| (c) | Address of Issuer's Principal Executive Offices:
Room 1910-1912A, Tower 3,China Hong Kong, 33 Canton Road, Tsim Sha Tsui, Kowloon,
HONG KONG
, 00000. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is being jointly filed by: (i) Gemini Asia Holdings Limited; (ii) VAST SPACE LIMITED; (iii) WELL INSIGHT LIMITED; and (iv) Ling Ngai Lok (together, the "Reporting Persons"). Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. |
| (b) | The address of the business office of each of the Reporting Persons is Room 1910-1912A, Tower 3, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong. |
| (c) | The principal business of: (i) Gemini Asia Holdings Limited, is investment holding; (ii) VAST SPACE LIMITED, is investment holding; (iii) WELL INSIGHT LIMITED, is investment holding; and (iv) Ling Ngai Lok, an individual, is the chairman and chief executive officer of the Issuer. |
| (d) | The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | The Reporting Persons have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Gemini Asia Holdings Limited is a company incorporated in the British Virgin Islands. VAST SPACE LIMITED is a company incorporated in the British Virgin Islands. WELL INSIGHT LIMITED is a company incorporated in the British Virgin Islands. Ling Ngai Lok is a citizen of Hong Kong Special Administrative Region of the People's Republic of China. The Reporting Persons have executed a Joint Filing Agreement, dated September 11, 2025, with respect to the joint filing of this Schedule 13D, and any amendment or amendments hereto, a copy of which is attached hereto as Exhibit 99.1. |
| Item 3. | Source and Amount of Funds or Other Consideration |
On August 11, 2025, the Issuer entered into a Share Purchase Agreement with AlloyX Limited ("AlloyX") and its shareholders (the "Sellers"), pursuant to which the Company purchased from the Sellers 100% of the issued and outstanding shares of AlloyX. As consideration, the Issuer paid (i) VAST SPACE LIMITED, one of the Sellers and controlled and owned by Ling Ngai Lok ("Mr. Lok"), 23,331,598 Class A ordinary shares and 23,331,599 Class B ordinary shares of the Issuer; and (ii) WELL INSIGHT LIMITED, one of the Sellers where Mr. Lok is a director, 23,331,599 Class A ordinary shares of the Issuer. | |
| Item 4. | Purpose of Transaction |
The securities held by the Reporting Persons were acquired in connection with the transaction described in Item 3 above, except for those previously reported on the Schedule 13G filed by Gemini Asia Holdings Limited and Ling Ngai Lok on February 13, 2024. The Reporting Persons have made no proposals, and have entered into no agreements, which would be related to or would result in any of the events or matters described in part (a) through (j) of Item 4 of Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares and percentages of the shares beneficially owned by each of the Reporting Persons. |
| (b) | See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. |
| (c) | Other than the transactions discussed in Item 3 hereof, the contents of which are incorporated herein by reference, the Reporting Persons did not effect any transactions in the Issuer's securities within the past 60 days. |
| (d) | Other than the Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Reporting Persons' securities. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Other than the Joint Filing Agreement attached as Exhibit 99.1 hereto, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any other securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1 Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Act |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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