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 |
