Solowin (AXG) Registration Filing summary

Company overview and business model

• Operates as a Cayman Islands holding company with all operations conducted through Hong Kong subsidiaries, primarily Solomon JFZ and Solomon Wealth.

• Provides investment banking, wealth management, asset management, and virtual assets services, targeting Chinese investors in Asia and institutional clients in Hong Kong, Australia, and New Zealand.

• Solomon JFZ is licensed by the HKSFC for multiple regulated activities and offers a one-stop electronic trading platform, Solomon VA+, supporting both traditional and virtual assets.

• Recent expansion includes private wealth management (Solomon Wealth), virtual asset services, and strategic partnerships with leading financial institutions.

• Business segments reorganized in 2024 to focus on investment banking, wealth management, asset management, and virtual assets.

Financial performance and metrics

• Revenue for the six months ended September 30, 2024 was $1.06M, down 60% from $2.64M in the prior year period, mainly due to a drop in investment advisory fees.

• Net loss for the six months ended September 30, 2024 was $6.26M, compared to net income of $1.25M in the prior year period.

• Fiscal year ended March 31, 2024: revenue $4.29M (down 4% YoY), net loss $4.56M (vs. net income $1.35M in 2023).

• Expenses increased significantly in 2024 due to higher professional fees, marketing, and employee benefits, including share-based compensation.

• Cash and cash equivalents as of September 30, 2024 were $2.46M; company believes current liquidity is sufficient for at least 12 months.

Use of proceeds and capital allocation

• Expects net proceeds of ~$18.58M from the offering, assuming full subscription, at $1.45 per share.

• At least $3M will be allocated to develop Virtual Assets Services and Web3 solutions; remaining funds for working capital, general corporate purposes, and potential acquisitions.

• Pending use, proceeds may be invested in digital assets, ETFs, money market funds, or U.S. government securities.