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 focused on securities brokerage, wealth management, asset management, and virtual assets services.

• Solomon JFZ, the main subsidiary, is licensed by the HKSFC for multiple regulated activities and serves Chinese investors globally, offering access to major stock exchanges and virtual asset products.

• Recent expansion includes the launch of Solomon Wealth for private wealth management and the Solomon VA+ app integrating traditional and virtual asset services.

Financial performance and metrics

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

• Fiscal year 2024 revenues were $4.29M, with a net loss of $4.56M, compared to $4.45M revenue and $1.35M net income in 2023.

• Expenses rose sharply 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.

Use of proceeds and capital allocation

• Net proceeds from the offering will be used primarily for developing Virtual Assets Services and Web3 solutions, working capital, and potential acquisitions.

• At least $3M is allocated to Virtual Asset Services and Web3; proceeds may be invested in digital assets, ETFs, or other capital preservation instruments pending deployment.