Solowin (AXG) Registration Filing summary

Company overview and business model

• Operates as a Cayman Islands holding company with primary operations through Hong Kong subsidiaries focused on securities brokerage, investment advisory, corporate consultancy, asset management, and virtual asset services.

• Solomon JFZ, the main operating subsidiary, is licensed by the HKSFC and offers access to multiple global exchanges and a wide range of financial products, including traditional and virtual assets.

• Client base consists mainly of Chinese investors in Asia and institutional clients in Hong Kong, Australia, and New Zealand, with over 15,500 trading accounts and 1,200 active clients as of March 31, 2024.

• Recent expansion includes private wealth management via Solomon Wealth and strategic partnerships in the virtual asset sector.

Financial performance and metrics

• Total revenue for the fiscal year ended March 31, 2024 was $4.29 million, a 4% decrease from the prior year, mainly due to lower corporate consultancy revenue.

• Loss from operations was $4.43 million for the year ended March 31, 2024, compared to income from operations of $1.29 million in the prior year.

• Revenue diversification: investment advisory services accounted for 67% of revenue in 2024, up from 56% in 2023; securities-related services dropped to 10% in 2024 from 14% in 2023.

• Top five customers contributed 92% of revenue in 2024, indicating high client concentration risk.

Use of proceeds and capital allocation

• Net proceeds from securities sales will be used for general corporate purposes, including working capital, capital expenditures, debt repayment, or acquisitions; specific allocations will be detailed in future supplements.

• No proceeds will be received from the resale of shares by the selling shareholder.