SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
Lok Ling Ngai

(Last) (First) (Middle)
C/O SOLOWIN HOLDINGS
33 CANTON ROAD, TSIM SHA TSUI, KOWLOON

(Street)
HONG KONG K3 00000

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026
3. Issuer Name and Ticker or Trading Symbol
Solowin Holdings, Ltd. [ AXG ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
checkbox checked Director checkbox checked 10% Owner
checkbox checked Officer (give title below) Other (specify below)
CEO and Chairman
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
checkbox checked Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Ordinary Shares 23,331,598 I By VAST SPACE LIMITED(1)
Class A Ordinary Shares 23,331,599 I By WELL INSIGHT LIMITED(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Ordinary Shares (3) (4) Class A Ordinary Shares 4,080,000 (3) I By Gemini Asia Holdings Limited(5)
Class B Ordinary Shares (3) (4) Class A Ordinary Shares 23,331,599 (3) I By VAST SPACE LIMITED(1)
Explanation of Responses:
1. Ling Ngai Lok is the sole director and sole shareholder of VAST SPACE LIMITED, and has sole voting and investment power over the shares held by VAST SPACE LIMITED.
2. Ling Ngai Lok is the sole director of WELL INSIGHT LIMITED. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.
3. Each Class B Ordinary Share is convertible into one Class A Ordinary Share of the Issuer at any time, at the election of the holder or automatically upon certain transfers, whether or not for value.
4. A holder's Class B Ordinary Shares convert automatically upon certain transfers and may be subject to mandatory conversion into Class A Ordinary Shares upon the occurrence of certain events described in the Issuer's Second Amended and Restated Memorandum and Articles of Association.
5. Ling Ngai Lok is the sole director and sole shareholder of Gemini Asia Holdings Limited, and has sole voting and investment power over the shares held by Gemini Asia Holdings Limited.
/s/ Ling Ngai Lok 03/18/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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