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United States securities and exchange commission logo
January 19, 2023
Thomas Tam
Chief Executive Officer
Solowin Holdings, Ltd.
Room 1910-1912A, Tower 3
China Hong Kong City
33 Canton Road
Tsim Sha Tsui, Kowloon
Hong Kong
Re:Solowin Holdings, Ltd.
Draft Registration Statement on Form F-1
Submitted December 23, 2022
CIK No. 0001959224
Dear Thomas Tam:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 filed December 23, 2022
Prospectus Cover Page, page i
1.We note your disclosure on the prospectus cover page that as of "the date of this
prospectus, [you] are not subject to the PRC government’s direct influence or discretion
over the manner in which [you] conduct [y]our business activities outside of the
PRC." Please remove these and similar statements throughout the registration statement.
Your disclosure should clarify that the legal and operational risks associated with
operations in China also apply to operations in Hong Kong.

 FirstName LastNameThomas Tam
 Comapany NameSolowin Holdings, Ltd.
 January 19, 2023 Page 2
 FirstName LastNameThomas Tam
Solowin Holdings, Ltd.
January 19, 2023
Page 2
2.Provide a description of how cash is transferred through your organization and disclose
your intentions to distribute earnings or settle amounts. Provide cross-reference to the
condensed consolidating schedule and the consolidated financial statements.
Commonly Used Defined Terms, page ii
3.Clearly disclose how you will refer to the holding company, subsidiaries, and other
entities when providing the disclosure throughout the document so that it is clear to
investors which entity the disclosure is referencing and which subsidiaries or entities are
conducting the business operations. Refrain from using terms such as “we” or “our” when
describing activities or functions of the holding company, subsidiaries, and other entities.
For example, on page ii of the Prospectus Cover Page, you define “we,” “us,” “the
Company,” “our” or “our company” as the combined business of Solowin Holdings, an
exempted company incorporated in Cayman Islands, and its consolidated subsidiary.
Disclose clearly the entity (including the domicile) in which investors are purchasing an
interest. Please also make conforming revisions throughout the document.
Prospectus Summary
The Company, page 1
4.In one of the opening paragraphs, please include your revenues and net loss or net income
for the most recent fiscal year and interim stub, as applicable. This will provide a snapshot
of your company.
5.We note you discuss your users and registered clients on page 1. Please revise to further
clarify the difference and clarify if some of the clients are both users and registered
clients.
Our Corporate History and Structure, page 8
6.Please revise the organizational charts on pages 9 and 65 to include the identity of the
person or entity that owns the equity in each depicted entity. Currently such information
appears to be missing for Vulcan Worldwide Holdings Limited, Gemini Asia Holdings
Limited and Fortune Dynasty Global Limited. Please include a chart to show the
percentage of holding the public shareholders will have post-IPO.
A sustained outbreak of the COVID-19 pandemic could have a material adverse impact on our
business, operating results and financial, page 19
7.We note your disclosure that "our results of operations have been severely affected by the
COVID-19 outbreak." Please revise to clarify and quantify, to the extent practicable,
how your business was negatively impacted by the pandemic.
Risk Factors, page 19
8.Please revise your disclosure to include a risk factor that discloses that your officers and
directors are located in Hong Kong and that it would be difficult to impose liability on

 FirstName LastNameThomas Tam
 Comapany NameSolowin Holdings, Ltd.
 January 19, 2023 Page 3
 FirstName LastName
Thomas Tam
Solowin Holdings, Ltd.
January 19, 2023
Page 3
those individuals.
9.We note your disclosure regarding your asset management services and Fund
products. Please provide risk factor disclosure, if applicable, in regard to the holding of
these assets, that you might be considered an Investment Company under the Investment
Company Act. As part of your response, please provide us an analysis of any exemptions
you rely upon, if applicable, or advise. Please also clarify what you mean when you refer
to the fund subscription fee you charge the client, on page 1.
We may be unable to retain existing clients or attract new clients, or we may fail to offer services
to address the needs of our clients, page 21
10.We note your statement in this section that "[y]our total revenue-generating clients
declined 56% from 4,818 as of March 31, 2021, to 2,104 as of March 31, 2022." Please
revise to clarify the large drop in the number of "revenue-generating clients."
Our level of commission and fee rates may decline in the future, page 22
11.We note your disclosure that other firms may charge lower rates and fees, but do not
provide any specific details on how your fees and commissions compare to those of your
competitors. Please revise this section to provide a brief quantitative comparison of your
fees and commissions compared to your competitors, or advise.
We rely on a number of external service providers for technology, processing and supporting
functions, and if they fail to provide these, page 25
12.We note your disclosure that "[you] collaborate with a number of external service
providers in providing services to [y]our clients for technology, processing and supporting
functions" and that "if [y]our arrangements with any of these external service providers
are terminated, [you] may not be able to find an alternative source." Please identify which
third-party service providers you are referencing and a provide a brief description of the
services each provides.
Failure of third-party systems upon which we rely could adversely affect our business operation,
page 26
13.We note your disclosure that "[y]our business rely on technologies developed or licensed
by third parties" and that "any interruption in the third parties’ services, or deterioration in
the third parties’ performance or quality could adversely affect our business operation."
We further note your disclosure that "[you] may not be able to obtain or continue to obtain
licenses and technologies from these third parties on reasonable terms, or at all."  Please
identify the licenses, technologies and third-party providers you are referencing and a
provide a brief description.

 FirstName LastNameThomas Tam
 Comapany NameSolowin Holdings, Ltd.
 January 19, 2023 Page 4
 FirstName LastName
Thomas Tam
Solowin Holdings, Ltd.
January 19, 2023
Page 4
We derived a substantial portion of revenue from a small number of key client, page 27
14.We note your disclosure that "in fiscal years ended March 31, 2021 and 2022, [you]
derived a substantial portion of [y]our revenue from a small number of key clients" but
that "as the trading platform expands, [you] anticipate, but without assurance, that this
concentration may possibly be decreasing in the future." Please revise this disclosure to:
•Quantify the percentage of revenue derived from these key clients for the fiscal years
ended March 31, 2021 and 2022; and
•Clarify why you believe that the proportion of your total revenue derived from a
small number of customers “may possibly be decreasing in the future.”

Please also include this risk factor in the Prospectus Summary.
Use of Proceeds, page 50
15.We note that you plan to use a portion of the proceeds from this offering for "conducting
strategic investments and acquisitions in complementary businesses" but that you have not
identified any specific investments or opportunities at this time. We further note on page
56 you state that "[you] have been discussing several investment advisory businesses and
jobs related to Financial Analysis." Please clarify whether you have identified any such
financial investment advisory businesses and identify them if so. Please disclose the status
of any negotiations with respect to possible acquisition of such businesses, and a
brief description of these businesses. Refer to Instruction 6 to Item 504 of Regulation S-K.
Overview, page 54
16.We note that you refer to "Hong Kong IPO margin financing services." Please briefly
describe these services.
Our Reportable Segments, page 57
17.We note in your Segment footnote beginning on page F-15 that you disclose three
reportable segments (i.e. securities related services, investment advisory services and asset
management services) and also identify a “corporate” segment in your disclosure, which
appears to be different from the reportable segments identified on page 57. Please revise
your filing and related reportable segment information to provide consistent disclosures.
18.To the extent that you believe disclosure of your reportable segments is necessary for an
understanding of your business, please revise the Management's Discussion and Analysis
("MD&A") section of your filing to discuss the results of operations for each of your
reportable segments, and also include a discussion of material year-over-year changes in
the components of each segment’s profitability. Please refer to Item 303(b) of Regulation
S-K and SEC Release No. 33-10890.

 FirstName LastNameThomas Tam
 Comapany NameSolowin Holdings, Ltd.
 January 19, 2023 Page 5
 FirstName LastName
Thomas Tam
Solowin Holdings, Ltd.
January 19, 2023
Page 5
Results of Operations, page 58
19.We note disclosure that revenue from securities brokerage commissions and handling
income increased by $1.08 million for the fiscal year ended March 31, 2022 primarily due
to an increase in the handling income received for IPO subscription in Hong Kong. We
also note disclosure on page 21 that your total revenue-generating clients declined 56%
during this same time period. Please revise your MD&A to include an enhanced
discussion of the reason(s) for the changes in revenues during each period. Please also
include a discussion of key variables (e.g. revenue-generating clients, number of
transactions, etc.) and financial measurements that management is using in managing their
business. Please refer to Item 303(a)(3) of Regulation S-K.
20.We note disclosure on page 73 that you earn fees of between 1.5% and 2.5% of your
assets under management (“AUM”). Understanding that this line of business was
established in 2022, please revise your MD&A section to provide a rollforward of your
AUM, disaggregated by product, to include beginning and ending balances, inflows and
outflows, market appreciation and depreciation and new funds established. Please also
discuss any significant trends or concentrations in your AUM.
General and Administrative Expenses, page 59
21.We note disclosure that your general and administrative expenses increased during the
fiscal year ended March 31, 2022 primarily due to referral fees of $681 thousand for
introducing new customers and also note disclosures on pages 101 and F-22 related to
referral fees paid to related parties. Please revise your filing, where appropriate, to
disclose the total referral fees paid for each period along with a discussion of how these
referral fees are determined and accounted for, and a discussion of which product
offerings these referral fees relate to.
Interest expenses, page 59
22.We note that you refer to "interest expenses consist[ing] primarily of interest paid to
[y]our brokers for IPO subscription financing." Please briefly describe this expense.
Total other income, page 59
23.We note that you refer to $57,000 in "total other income for the fiscal year ended March
31, 2021" that "consisted of government subsidies." Please revise to:
•Describe the nature of these subsidies;
•Who provided them (e.g., Hong Kong, China, etc.); and
•Whether you received any similar subsidies for the fiscal year ended March 31, 2022.
Securities brokerage commissions and handling income, page 62
24.We note that you refer to "dividend collection handling income." Please briefly describe
the services provided for this income.

 FirstName LastNameThomas Tam
 Comapany NameSolowin Holdings, Ltd.
 January 19, 2023 Page 6
 FirstName LastName
Thomas Tam
Solowin Holdings, Ltd.
January 19, 2023
Page 6
Our Services, page 69
25.We note disclosure on page 22 that you began your IPO subscription services in June
2020 along with disclosure on page 58 that your revenues increased during the fiscal year
ended March 31, 2022 primarily due to handling income received for IPO subscription in
Hong Kong. Please revise your filing to include a detailed discussion of your IPO
subscription offerings and your accounting for these services. In your revised disclosures,
please specifically discuss the subscription financing arrangement(s) you provide as
disclosed on page 69 in addition to discussing how you recognize both interest income
and interest expense from these financing arrangements as disclosed on pages 58-59.
Customers, page 76
26.Please disclose the identity of the largest three customers who accounted for 51%, 17%
and 10% of your total revenues for the fiscal years ended March 31, 2022, or
advise. Please include risk factor disclosure related to any dependence on a limited
number of customers.
Industry, page 77
27.Please revise your filing to clearly define the term “turnover” as included in your tabular
presentations of total turnover of stock connect in Hong Kong and total turnover of
securities market in Hong Kong on page 78, in addition to all references of turnover noted
on pages 81-82.
Minimum capital requirements, page 91
28.We note your disclosure that Solomon JFZ is required to have a minimum paid-up share
capital of HK$10,000,000 and to maintain minimum liquid capital  of HK$3,000,000.
Please disclose if you currently meet these requirements.
Receivables from Customers and Broker-Dealers and Clearing Organizations, page F-10
29.Please revise your filing to include your policy for determining past due or delinquency
status as required by ASC 310-10-50-6(e).
Note 14. Concentrations and Risks, page F-23
30.We note your disclosure on page F-24 of your customers who represent a significant
percentage of your total revenues, total receivables and total payables as of each period
presented. Please confirm that your current disclosure of customers (i.e. Customer A,
Customer B, etc.) represent separate and distinct customers and that there are no
customers currently listed, for instance, that also comprise a significant percentage of
either your revenues or your receivables or payables for any period presented and revise
your filing to clarify accordingly.

 FirstName LastNameThomas Tam
 Comapany NameSolowin Holdings, Ltd.
 January 19, 2023 Page 7
 FirstName LastName
Thomas Tam
Solowin Holdings, Ltd.
January 19, 2023
Page 7
General
31.Please revise your disclosure throughout the document, including the prospectus summary
and risk factors, to reflect that the United States Congress has
passed the Accelerating Holding Foreign Companies Accountable Act, which decreases
the number of "non-inspection years" from three years to two years, and thus, reduces the
time before your securities may be prohibited from trading