SecProbe.io

CORRESP
 1
 filename1.htm

 November 25, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

 Re:
 Solowin Holdings

 Registration Statement on Form F-3

 File No.: 333-290894

 Gentlemen:

 In accordance with Rule 461 under the Securities
Act of 1933, as amended, we hereby request the acceleration of the effective date of the above-referenced Registration Statement of SOLOWIN
HOLDINGS (the "Company") so that it will become effective at 4:00 p.m., Eastern Time, on Wednesday, November 26, 2025, or
as soon thereafter as practicable.

 Please contact Yujia Wei of Bevilacqua PLLC, counsel
to the Company, at 202-571-4534, to provide notice of effectiveness, or if you have any questions or concerns regarding the foregoing.
We appreciate your assistance in this matter.

 Very truly yours,

 SOLOWIN HOLDINGS

 /s/ Ling Ngai Lok

 By:
 Ling Ngai Lok

 Title:
 Chief Executive Officer

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November 6, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attn: Mr. Robert Arzonetti and Mr. Christian Windsor

    Re:
    Solowin Holdings

    Registration Statement on Form F-3, as amended

    File No.: 333-282552

Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective date of the above-referenced Registration
Statement of SOLOWIN HOLDINGS (the “Company”) so that it will become effective at 5:00 p.m., Eastern Time, on Friday, November
8, 2024, or as soon thereafter as practicable.

Please contact Kevin (Qixiang) Sun of Bevilacqua PLLC,
counsel to the Company, at (202) 869-0888, ext. 101, to provide notice of effectiveness, or if you have any questions or concerns regarding
the foregoing. We appreciate your assistance in this matter.

    Very truly yours,

    SOLOWIN HOLDINGS

    /s/ Shing Tak Tam

    By:

    Shing Tak Tam

    Title:

    Chief Executive Officer

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E: kevin@bevilacquapllc.com

T: 202.869.0888

W: bevilacquapllc.com

October 25, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn: Robert Arzonetti and Christian Windsor

    Re:
    Solowin Holdings

    Registration Statement on Form F-3

    Filed October 8, 2024

    File No. 333-282552

Ladies and Gentlemen:

We hereby submit the response of SOLOWIN HOLDINGS
(the “Company”) to the comment of the staff (the “Staff”) of the U.S. Securities and Exchange Commission
set forth in the Staff’s letter, dated October 21, 2024, providing the Staff’s comment with respect to the above referenced
Registration Statement on Form F-3. Concurrently with the submission of this letter, the Company is submitting Amendment No. 1 to the
Registration Statement on Form F-3 (the “Registration Statement”) via EDGAR with the Commission.

For the convenience of the Staff, the Staff’s
comment is included followed by the response of the Company. Unless the context indicates otherwise, references in this letter to “we,”
“us” and “our” refer to the Company on a consolidated basis.

Registration Statement on Form F-3

Cover Page

    1.
    You appear to be offering these securities in reliance upon Instruction I.B.5 of Form F-3. Please revise your disclosure to state that you will be limited to offering no more than one third of your existing market capitalization during any 12 month period, so long as you are relying on that instruction.

Response: In response to the Staff’s
comment, we respectfully advise the Staff that we have revised the cover page of the Registration Statement to state that the Company
will be limited to offering no more than one third of its existing market capitalization during any 12 month period Instruction I.B.5
of Form F-3.

1050 Connecticut Ave., NW, Suite 500

Washington, DC 20036

    PG. 2

If you would like to discuss the response to the
Staff’s comment or if you would like to discuss any other matters, please contact Kevin Sun of Bevilacqua PLLC at (202) 869-0888
(ext. 101) or Shing Tak Tam, Chief Executive Officer of the Company at +852 3428-3893.

    Sincerely,

    /s/ Kevin Sun

    Kevin Sun, Esq.

    Bevilacqua PLLC

 cc: Shing
Tak Tam, Solowin Holdings

October 21, 2024
Shing Tak Tam
Chief Executive Officer
Solowin Holdings
Room 1910-1912A, Tower 3, China Hong Kong City
33 Canton Road, Tsim Sha Tsui, Kowloon
Hong Kong
Re:Solowin Holdings
Registration Statement on Form F-3
Filed October 8, 2024
File No. 333-282552
Dear Shing Tak Tam:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe the comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form F-3
Cover Page
1.You appear to be offering these securities in reliance upon Instruction I.B.5 of Form
F-3. Please revise your disclosure to state that you will be limited to offering no more
than one third of your existing market capitalization during any 12 month period, so
long as you are relying on that instruction.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.

October 21, 2024
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Robert Arzonetti at 202-551-8819 or Christian Windsor at 202-551-
3419 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Kevin Sun

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September 1, 2023

VIA EDGAR

    To:
    Mr. Robert Arzonetti

    Ms. Susan Block

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, NE

    Washington, D.C. 20549

    Re:
    Solowin Holdings

    Registration Statement on Form F-1, as amended

    File No.: 333-271525

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, Solowin Holdings (the “Company”) hereby requests acceleration of effectiveness of the above referenced Registration
Statement so that it will become effective at 5:00 p.m. Eastern Time on September 6, 2023, or as soon thereafter as practicable.

Please contact Kevin (Qixiang) Sun of Bevilacqua PLLC,
counsel to the Company, at (202) 869-0888, ext. 101, to provide notice of effectiveness, or if you have any questions or concerns regarding
the foregoing. We appreciate your assistance in this matter. The Company understands that the representative of the underwriters, on behalf
of the prospective underwriters of the offering, has joined in this request in a separate letter filed with the Securities and Exchange
Commission today.

    Very truly yours,

    Solowin Holdings

    /s/ Shing Tak Tam

    By:

    Shing Tak Tam

    Title:

    Chief Executive Officer

CORRESP
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September 1, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:	Robert Arzonetti & Susan Block

    Re:
    Solowin Holdings

Registration Statement on Form F-1, as amended

File No. 333- 271525

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under
the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of Solowin Holdings that the
effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 5:00 p.m., Eastern
Time, on September 6, 2023, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Bevilacqua
PLLC, request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 of the General Rules and Regulations of the Securities
and Exchange Commission under the Securities Act of 1933, as amended, please be advised that there will be distributed to each underwriter
or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned advises that it has complied and will continue to comply
with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

    1

    Very truly yours,

    EF HUTTON,

    division of Benchmark Investments, LLC

    By:
     /s/ Sam Fleischman

    Name:
    Sam Fleischman

    Title:
    Supervisory Principal

 [Signature Page to Underwriter’s Acceleration
Request Letter]

    2

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August 10, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:	Robert Arzonetti &
Susan Block

 Re: Solowin
                                            Holdings

                                            Registration Statement on Form F-1, as amended

                                            File No. 333- 271525

Ladies and Gentlemen:

Reference is made to the letter request
of Solowin Holdings (the “Company”) for acceleration of effectiveness of the above referenced Registration Statement submitted
to the U.S. Securities and Exchange Commission (the “Commission”) on August 8, 2023, pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Acceleration Request”).

The undersigned, as the sole underwriter,
hereby respectfully requests that the Commission withdraw the Acceleration Request and refrain from declaring the Registration Statement
effective.

* * *

[Signature Page Follows]

    Very truly yours,

    EF HUTTON,

    division of Benchmark Investments, LLC

    By:
    /s/ Sam Fleischman

    Name:
    Sam Fleischman

    Title:
    Supervisory Principal

CORRESP
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August 10, 2023

VIA EDGAR

    To:
    Mr. Robert Arzonetti

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, NE

    Washington, D.C. 20549

    Re:
    Solowin Holdings

    Withdrawal of Acceleration Request - Registration Statement on Form F-1

    File No.: 333-271525

Mr. Arzonetti:

Reference is made to the letter request of Solowin
Holdings (the “Company”) for acceleration of effectiveness of the above referenced Registration Statement submitted to the
U.S. Securities and Exchange Commission (the “Commission”) on August 8, 2023 pursuant to Rule 461 under the Securities Act
of 1933, as amended (the “Acceleration Request”).

The undersigned hereby respectfully requests that
the Commission withdraw the Acceleration Request and refrain from declaring the Registration Statement effective until such time as the
Company requests.

Please direct any questions regarding this filing
to Kevin Sun of Bevilacqua PLLC, counsel to the Company, at (202) 869-0888, ext. 101.

    Very truly yours,

    Solowin Holdings

    /s/ Shing Tak Tam

    By:

    Shing Tak Tam

    Title:

    Chief Executive Officer

CORRESP
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August 8, 2023

VIA EDGAR

    To:
    Mr. Robert Arzonetti

    Ms. Susan Block

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, NE

    Washington, D.C. 20549

    Re:
    Solowin Holdings

    Registration Statement on Form F-1

    File No.: 333-271525

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Solowin Holdings (the “Company”) hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 5:00 p.m. Eastern Time on August 10, 2023, or as soon thereafter as practicable.

Please contact Kevin (Qixiang) Sun of Bevilacqua PLLC,
counsel to the Company, at (202) 869-0888, ext. 101, to provide notice of effectiveness, or if you have any questions or concerns regarding
the foregoing. We appreciate your assistance in this matter. The Company understands that the representative of the underwriters, on behalf
of the prospective underwriters of the offering, has joined in this request in a separate letter filed with the Securities and Exchange
Commission today.

    Very truly yours,

    Solowin Holdings

    /s/ Shing Tak Tam

    By:

    Shing Tak Tam

    Title:

    Chief Executive Officer

CORRESP
1
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August 8, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:	Robert Arzonetti & Susan Block

 Re: Solowin Holdings

Registration Statement on Form F-1, as amended

File No. 333- 271525

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the
Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of Solowin Holdings that the effective
date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 5:00 p.m., Eastern Time,
on August 10, 2023, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Bevilacqua PLLC,
request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 of the General Rules and Regulations of the Securities
and Exchange Commission under the Securities Act of 1933, as amended, please be advised that there will be distributed to each underwriter
or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned advises that it has complied and will continue to comply
with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

[Signature Page Follows]

    Very truly yours,

    EF HUTTON,

    division of Benchmark Investments, LLC

    By:
     /s/ Sam Fleischman

    Name:
    Sam Fleischman

    Title:
    Supervisory Principal

[Signature Page to Underwriter’s Acceleration
Request Letter]

CORRESP
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SOLOWIN
HOLDINGS

1910-1912A,
Tower 3, China Hong Kong City

33
Canton Road, Tsim Sha Tsui, Kowloon

Hong
Kong

June
15, 2023

Via
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Shannon Davis

    John Spitz

    Robert Arzonetti

    Susan Block

    Re:

    Solowin Holdings

    Amendment No. 1 to Registration
    Statement on Form F-1

    Filed May 22, 2023

    File No. 333-271525

Ladies
and Gentlemen:

We
hereby submit the response of Solowin Holdings (the “Company”) to the comments of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated June
7, 2023, providing the Staff’s comments with respect to the Company’s Amendment No. 1 to Registration Statement on Form F-1
filed on May 22, 2023. Concurrently with the submission of this letter, the Company is filing the Amendment No. 2 to the Registration
Statement on Form F-1 (the “Amendment No. 2”) together with certain exhibits via EDGAR with the Commission.

Unless
the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company
on a consolidated basis.

Amendment
No. 1 to the Registration Statement on Form F-1 filed May 22, 2023

General

1. We
                                            note that you list a number of contracts in the exhibit index in the section entitled “Item
                                            8. Exhibits and Financial Statement Schedules,” for instance, Exhibit Nos. 10.3 through
                                            10.8. Please describe your material contracts under “Business,” at page 72, as
                                            applicable. See Part I, Items 4(B) and 10(C) of Form 20-F.

RESPONSE:
In response to the Staff’s comment, we have described Exhibits 10.3 through 10.7 under the section of “Business”
and Exhibit 10.8 under the section of “Related Party Transaction.” To correct certain clerical errors, we also refiled Exhibits
10.3 and 10.5 with the Amendment No. 2.

If
you would like to discuss the response or if you would like to discuss any other matters, please contact the undersigned at (852)3428-3893
or Kevin Sun of Bevilacqua PLLC at (202) 869-0888 (ext. 101).

    Sincerely,

    SOLOWIN HOLDINGS

    By:
    /s/ Shing Tak Tam

    Name:
    Shing Tak Tam

    Title:
    Chief Executive Officer

    cc:
    Kevin Sun, Esq., Bevilacqua PLLC

    Michael J. Blankenship, Esq., Winston & Strawn
    LLP

United States securities and exchange commission logo
June 7, 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.
Amendment No. 1 to Registration Statement on Form F-1
Filed May 22, 2023
File No. 333-271525
Dear Thomas Tam:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 15, 2023 letter.
Amendment No. 1 to the Registration Statement on Form F-1 filed May 22, 2023
General
1.We note that you list a number of contracts in the exhibit index in the section
entitled "Item 8. Exhibits and Financial Statement Schedules," for instance, Exhibit Nos.
10.3 through 10.8.  Please describe your material contracts under "Business," at page 72,
as applicable.  See Part I, Items 4(B) and 10(C) of Form 20-F.
            You may contact Shannon Davis at (202) 551-6687 or John Spitz at (202) 551-3484 if

 FirstName LastNameThomas Tam
 Comapany NameSolowin Holdings, Ltd.
 June 7, 2023 Page 2
 FirstName LastName
Thomas Tam
Solowin Holdings, Ltd.
June 7, 2023
Page 2
you have questions regarding comments on the financial statements and related matters.  Please
contact Robert Arzonetti at (202) 551-8819 or Susan Block at (202) 551-3210 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Kevin Sun

CORRESP
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SOLOWIN HOLDINGS

1910-1912A, Tower 3, China Hong Kong City

33 Canton Road, Tsim Sha Tsui, Kowloon

Hong Kong

May 22, 2023

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Shannon Davis

John Spitz

Robert Arzonetti

Susan Block

 Re: Solowin Holdings

Registration Statement on Form
F-1

Filed April 28, 2023

File No. 333-271525

Ladies and Gentlemen:

We hereby submit the response of Solowin
Holdings (the “Company”) to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) set forth in the Staff’s letter, dated May 15, 2023, providing the Staff’s
comments with respect to the Company’s Registration Statement on Form F-1 filed on April 28, 2023. Concurrently with the submission
of this letter, the Company is filing the Amendment No. 1 to the Registration Statement on Form F-1 (the “Amendment No. 1”)
together with certain exhibits via EDGAR with the Commission.

Unless the context indicates otherwise,
references in this letter to “we,” “us” and “our” refer to the Company on a consolidated basis.

Form F-1 filed April 28, 2023

General

 1. Please revise your filing to include audited financial statements required by
Item 8.A.4 of Form 20-F. Alternately, please file a representation as an exhibit to your filing that states that you are not required
to comply with the 12-month requirement of audited financial statements in any other jurisdiction outside the United States and that complying
with the 12-month requirement is impracticable or involves undue hardship. Refer to Instruction 2 of Item 8.A.4 of Form 20-F.

RESPONSE:
In response to the Staff’s comment, we have filed a representation letter as Exhibit 99.7 to the Amendment No. 1 with the required
statements pursuant to Instruction 2 of Item 8.A.4 of Form 20-F.

If you would like to discuss the response or if you would like to discuss
any other matters, please contact the undersigned at (852)3428-3893 or Kevin Sun of Bevilacqua PLLC at (202) 869-0888 (ext. 101).

    Sincerely,

    SOLOWIN HOLDINGS

    By:
    /s/ Shing Tak Tam

    Name: Shing Tak Tam

    Title:   Chief Executive Officer

    cc:
    Kevin Sun, Esq., Bevilacqua PLLC

    Michael J. Blankenship, Esq.,
    Winston  & Strawn LLP

United States securities and exchange commission logo
May 15, 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.
Registration Statement on Form F-1
Filed April 28, 2023
File No. 333-271525
Dear Thomas Tam:
            We have reviewed your 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form F-1 filed April 28, 2023
General
1.Please revise your filing to include audited financial statements required by Item 8.A.4 of
Form 20-F.  Alternately, please file a representation as an exhibit to your filing that states
that you are not required to comply with the 12-month requirement of audited financial
statements in any other jurisdiction outside the United States and that complying with the
12-month requirement is impracticable or involves undue hardship.  Refer to Instruction 2
of Item 8.A.4 of Form 20-F.

 FirstName LastNameThomas Tam
 Comapany NameSolowin Holdings, Ltd.
 May 15, 2023 Page 2
 FirstName LastName
Thomas Tam
Solowin Holdings, Ltd.
May 15, 2023
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Shannon Davis at (202) 551-6687 or John Spitz at (202) 551-3484 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Robert Arzonetti at (202) 551-8819 or Susan Block at (202) 551-3210 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Kevin Sun

CORRESP
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SOLOWIN HOLDINGS

1910-1912A, Tower 3, China Hong Kong City

33 Canton Road, Tsim Sha Tsui, Kowloon

Hong Kong

April 28, 2023

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Shannon Davis

  John Spitz

  Robert Arzonetti

  Susan Block

 Re: Solowin Holdings

    Amendment No. 2 to Draft Registration
Statement on Form F-1

    Submitted March 29, 2023

    CIK No. 0001959224

Ladies and Gentlemen:

We hereby submit the responses of Solowin
Holdings (the “Company”) to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) set forth in the Staff’s letter, dated April 14, 2023, providing the Staff’s
comments with respect to the Company’s Amendment No. 2 to Draft Registration Statement on Form F-1 confidentially submitted on March
29, 2023. Concurrently with the submission of this letter, the Company is filing the revised Registration Statement on Form F-1 together
with certain exhibits via EDGAR with the Commission.

For the convenience of the Staff, each
of the Staff’s comments is included and is followed by the corresponding response of the Company. Unless the context indicates otherwise,
references in this letter to “we,” “us” and “our” refer to the Company on a consolidated basis.

Amendment No. 2 to Draft Registration Statement on
Form F-1 filed March 29, 2023

Prospectus Cover Page, page i

1. We note your response to comment 1 and reissue in part. Please revise here,
and in the prospectus summary and risk factors, to clarify that the legal and operational risks associated with operations in China may
also apply to your operations in Hong Kong, should recent statements and regulatory actions by China’s government apply to you in
the future.

RESPONSE:
In response to the Staff’s comments, we have revised our disclosures accordingly.

Commonly Used Defined Terms, page ii

2. We note your response to comment 2 and reissue. We further note that (i) this
document continues to contain references to “we,” “us,” “our,” "the Company" and “our
company” throughout and (ii) your disclosure on page i indicates that terms such as “we,” “us,” “our”,
"the Company" and “our company” may refer to Solowin Holdings and its subsidiary, Solomon JZ, as a whole or may
refer to just Solomon JZ, where disclosures pertain to business operations. Please refrain from using terms such as “we,”
“us,” “our,” “our company,” and “our business” when describing activities or functions
of the operating subsidiary. Please revise disclosures throughout the document as necessary to provide distinct references for the holding
company, subsidiary, and other entities so that it is clear to investors which entity the disclosure is referencing and which subsidiaries
or entities are conducting the business operations.

RESPONSE:
In response to the Staff’s comments, we have revised the disclosure on the Prospectus Cover Page and made conforming
revisions throughout the document to provide distinct references for the holding company and the subsidiary.

If you would like to discuss any of the responses to the Staff’s
comments or if you would like to discuss any other matters, please contact the undersigned at (852)3428-3893 or Kevin Sun of Bevilacqua
PLLC at (202) 869-0888 (ext. 101).

    Sincerely,

    SOLOWIN HOLDINGS

    By:
    /s/ Shing Tak Tam

    Name:
    Shing Tak Tam

    Title:
    Chief Executive Officer

cc: Kevin Sun, Esq., Bevilacqua PLLC

  Michael J. Blankenship, Esq., Winston
& Strawn LLP

United States securities and exchange commission logo
April 14, 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.
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted March 29, 2023
CIK No. 0001959224
Dear Thomas Tam:
            We have reviewed your amended 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.
Amendment No. 2 to Draft Registration Statement on Form F-1 filed March 29, 2023
Prospectus Cover Page, page i
1.We note your response to comment 1 and reissue in part. Please revise here, and in the
prospectus summary and risk factors, to clarify that the legal and operational risks
associated with operations in China may also apply to your operations in Hong Kong,
should recent statements and regulatory actions by China’s government apply to you in
the future.

 FirstName LastNameThomas Tam
 Comapany NameSolowin Holdings, Ltd.
 April 14, 2023 Page 2
 FirstName LastName
Thomas Tam
Solowin Holdings, Ltd.
April 14, 2023
Page 2
Commonly Used Defined Terms, page ii
2.We note your response to comment 2 and reissue. We further note that (i) this document
continues to contain references to “we,” “us,” “our,” "the Company" and “our
company” throughout and (ii) your disclosure on page i indicates that terms such as “we,”
“us,” “our”, "the Company" and “our company” may refer to Solowin Holdings and its
subsidiary, Solomon JZ, as a whole or may refer to just Solomon JZ, where disclosures
pertain to business operations. Please refrain from using terms such as “we,” “us,” “our,”
“our company,” and “our business” when describing activities or functions of the
operating subsidiary. Please revise disclosures throughout the document as necessary to
provide distinct references for the holding company, subsidiary, and other entities so that
it is clear to investors which entity the disclosure is referencing and which subsidiaries or
entities are conducting the business operations.
            You may contact Shannon Davis at (202) 551-6687 or John Spitz at (202) 551-3484 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Robert Arzonetti at (202) 551-8819 or Susan Block at (202) 551-3210 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Kevin Sun

United States securities and exchange commission logo
March 17, 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.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted March 1, 2023
CIK No. 0001959224
Dear Thomas Tam:
            We have reviewed your amended 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.
Amendment No. 1 to Draft Registration Statement on Form F-1 filed March 1, 2023
Prospectus Cover Page, page i
1.We note your response to our prior comment 1 and reissue in part. In response, you
revised your disclosure to state that "...since a majority of [your] subsidiary’s clients are
mainland China residents, [you] and [your] subsidiary may become subject to certain laws
of PRC..." Please revise to clarify that it is not just due to having clients in mainland
China that subject your subsidiaries in Hong Kong to the legal and operational risks
associated with operations in China, but rather having operations in Hong Kong also

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 FirstName LastNameThomas Tam
Solowin Holdings, Ltd.
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Page 2
creates such a risk.  As such, please further revise to clarify that the legal and operational
risks associated with operations in China may also apply to your operations in Hong
Kong, should recent statements and regulatory actions by China's government apply to
you in the future.
Commonly Used Defined Terms, page ii
2.We note your response to comment 3 and reissue in part. We further note that you define
“we,” “us,” “the Company,” “our” or “our company” as Solowin Holdings but when
describing the financial results of Solowin Holdings the terms also includes its
consolidated subsidiary. Please refrain from using terms such as “we,” “us,” “our,” “our
company,” and “our business” when describing activities or functions of the operating
subsidiary. Please revise disclosures throughout the document as necessary to provide
distinct references for the holding company, subsidiary, and other entities so that it is clear
to investors which entity the disclosure is referencing and which subsidiaries or entities
are conducting the business operations.
We rely on a number of external service providers for technology, processing and supporting
functions, and if they fail to provide these, page 24
3.We note your response to comment 12. Please revise your disclosure in the registration
statement to include the language from your response to comment 12 in your
correspondence dated March 1, 2023.
We derived a substantial portion of revenue from a small number of key clients, page 27
4.We note your response to comment 14. You stated on page 27 that 95% and 88% of your
revenue for the six months ended March 31, 2022 and 2021, respectively, came from your
top five customers. You further stated on page 1 that, as of September 30 2022, "[you] had
more than 19,000 users, including more than 15,000 clients who are users and have
opened trading accounts with [you]…[You] currently have over 1,500 active clients, who
have assets in their trading accounts." Please revise to further discuss the fact that you
have over 1,500 active clients with assets in their trading accounts but only five of those
customers accounted for 95% and 88% of your revenue for the six months ended March
31, 2022 and 2021, respectively.
Our Reportable Segments, page 59
5.Please refer to comment 17. We note that you continue to identify four reportable
segments in the Business and Management's Discussion and Analysis ("MD&A") sections
of your filing (including pages 1, 54, 59 and 70) but three reportable segments in your
footnote disclosures on pages F-15 and F-38. Please refer to ASC 280-10-50-12 and revise
your filing to consistently disclose the number of, and disclosures attributable to,
reportable segments that meet the criteria in ASC 280-10-50-10. Please also revise your
filing and related reportable segment information to consistently label your reportable

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Thomas Tam
Solowin Holdings, Ltd.
March 17, 2023
Page 3
segments. We note, for instance, disclosure of a Securities Brokerage segment on page 54
compared to a Securities Related Services segment on pages F-15 and F-38.
6.Please refer to comment 18. We note that you revised your MD&A disclosures to include
a breakdown of revenues by reportable segment. Please further revise the MD&A section
of your filing to discuss the remaining components of the results of operations for each of
your reportable segments (e.g. commission and handling expenses, general and
administrative expenses and interest expenses), as well as a discussion of material year-
over-year changes in each of these remaining components of each segment’s profitability.
General and Administrative Expenses, page 62
7.Please refer to comment 21. We note your revised disclosure related to referral fees paid
to related parties on page 62 for the fiscal years ended March 31, 2022 and 2021. Please
revise your disclosure to include a similar discussion of referral fees for the six months
ended September 30, 2022 and 2021.
General
8.We note your response to comment 31 and reissue. Please revise your disclosure
throughout the document to state that Congress has passed the AHFCAA and the effects
thereof.
            You may contact Shannon Davis at (202) 551-6687 or John Spitz at (202) 551-3484 if
you have questions regarding comments on the financial statements and related matters. Please
contact Robert Arzonetti at (202) 551-8819 or Susan Block at (202) 551-3210 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Kevin Sun

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.

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Solowin Holdings, Ltd.
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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

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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.

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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.

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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.

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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.

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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