UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of December 2025

Commission File Number 001-41776

SOLOWIN HOLDINGS

(Translation of registrant’s name into English)

Room 1910-1912A, Tower 3, China Hong Kong City

33 Canton Road, Tsim Sha Tsui, Kowloon

Hong Kong

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

OnEntry ~~December~~into ~~17,~~a ~~2025,~~Material ~~the~~Definitive ~~compensation committee of the board of directors of SOLOWIN HOLDINGS (the “Company”) granted an aggregate of 578,900 options to purchase Class A ordinary shares of the Company, par value US$0~~Agreement.0001 per share, at an exercise price of US$4.00 per share (the “Options”) to certain directors, executive officers and employees of the Company pursuant to the Company’s Amended and Restated 2023 Equity Incentive Plan. Of these Options, 60,000 were granted to Lili Liu, the Chief Financial Officer of the Company.

~~The~~On ~~Options~~December ~~vest~~31, in2025, ~~equal~~SOLOWIN ~~quarterly~~HOLDINGS ~~installments~~(the “Company”) and Fourth Paradigm International Limited (the “Purchaser”) entered into that certain securities purchase agreement (the “Purchase Agreement”), ~~with~~pursuant to which the ~~first~~Company ~~vesting~~agreed to sell to such Purchaser an ~~date~~aggregate ~~occurring~~of on512,821 ~~March~~class 1A ordinary shares, ~~2026~~par ~~and~~value $0.0001 per share (the ~~final~~“Shares”), ~~vesting~~at ~~date~~a ~~occurring~~purchase onprice ~~December~~of 1$3.90 per share, ~~2028~~in a registered direct offering, for aggregate gross proceeds of $2,000,000 (the “Financing”).

~~This~~The ~~Form~~Financing ~~6-K~~ is ~~incorporated~~expected byto ~~reference~~close ~~into the~~on ~~Company’s~~or ~~registration~~about February ~~statements~~13, on2026, ~~Form~~subject ~~S-8~~to ~~(File~~the ~~No.~~satisfaction ~~333-275337)~~of ~~and~~customary ~~Form~~closing ~~F-3 (File Nos~~conditions. ~~333-282552~~The ~~and~~Purchaser ~~333-290894)~~agreed, towithout the Company’s prior ~~extent~~written consent, not ~~superseded~~to bysell, ~~any~~transfer, ~~subsequently~~assign, ~~filed~~pledge or ~~furnished~~otherwise ~~documents~~dispose orof ~~reports~~any of the ~~Company~~Shares, ~~under~~or ~~the~~enter ~~Securities~~into ~~Act~~any ~~of 1933~~agreement, asswap, ~~amended~~hedge, short sale, or ~~the~~other ~~Securities~~arrangement ~~Exchange~~that ~~Act~~transfers, in whole or in part, any economic consequences of ~~1934~~ownership of the Shares, asfor six ~~amended~~(6) months from the date of closing.

The Company intends to use the net proceeds from the Financing for working capital and general corporate purposes.

A copy of the form of the Purchase Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing summary of the terms of the Purchase Agreement is not complete and is qualified in the entirety by reference to such document.

The sale and offering of the Shares pursuant to the Purchase Agreement is effected as a takedown off the Company’s shelf registration statement on Form F-3 (File No. 333-282552), as amended (the “Shelf Registration Statement”), which became effective on November 8, 2024, pursuant to a prospectus supplement filed with the Securities and Exchange Commission.

The information contained in this report on Form 6-K is hereby incorporated by reference into the Shelf Registration Statement and shall be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished. This report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

EXHIBIT INDEX

Exhibit Number		Description
5.1		Opinion of Conyers Dill & Pearman
10.1		Form of Securities Purchase Agreement, dated December 31, 2025, between the Company and Fourth Paradigm International Limited
23.1		Consent of Conyers Dill & Pearman (included as part of Exhibit 5.1)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: December 22, 2025	SOLOWIN HOLDINGS
Date: December 31, 2025	SOLOWIN HOLDINGS
	By:	/s/ Ling Ngai Lok
		Ling Ngai Lok
		Chief Executive Officer

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