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United States securities and exchange commission logo





                              March 17, 2023

       Thomas Tam
       Chief Executive Officer
       Solowin Holdings, Ltd.
       Room 1910-1912A, Tower 3
       China Hong Kong City
       33 Canton Road
       Tsim Sha Tsui, Kowloon
       Hong Kong

                                                        Re: Solowin Holdings,
Ltd.
                                                            Amendment No. 1 to
Draft Registration Statement on Form F-1
                                                            Submitted March 1,
2023
                                                            CIK No. 0001959224

       Dear Thomas Tam:

               We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we may
       better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Amendment No. 1 to Draft Registration Statement on Form F-1 filed March
1, 2023

       Prospectus Cover Page, page i

   1.                                                   We note your response
to our prior comment 1 and reissue in part. In response, you
                                                        revised your disclosure
to state that "...since a majority of [your] subsidiary   s clients are
                                                        mainland China
residents, [you] and [your] subsidiary may become subject to certain laws
                                                        of PRC..." Please
revise to clarify that it is not just due to having clients in mainland
                                                        China that subject your
subsidiaries in Hong Kong to the legal and operational risks
                                                        associated with
operations in China, but rather having operations in Hong Kong also
 Thomas Tam
FirstName  LastNameThomas Tam
Solowin Holdings, Ltd.
Comapany
March      NameSolowin Holdings, Ltd.
       17, 2023
March2 17, 2023 Page 2
Page
FirstName LastName
         creates such a risk. As such, please further revise 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.
Commonly Used Defined Terms, page ii

2.       We note your response to comment 3 and reissue in part. We further
note that you define
            we,       us,       the Company,       our    or    our company
as Solowin Holdings but when
         describing the financial results of Solowin Holdings the terms also
includes its
         consolidated subsidiary. 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.
We rely on a number of external service providers for technology, processing
and supporting
functions, and if they fail to provide these, page 24

3.       We note your response to comment 12. Please revise your disclosure in
the registration
         statement to include the language from your response to comment 12 in
your
         correspondence dated March 1, 2023.
We derived a substantial portion of revenue from a small number of key clients,
page 27

4.       We note your response to comment 14. You stated on page 27 that 95%
and 88% of your
         revenue for the six months ended March 31, 2022 and 2021,
respectively, came from your
         top five customers. You further stated on page 1 that, as of September
30 2022, "[you] had
         more than 19,000 users, including more than 15,000 clients who are
users and have
         opened trading accounts with [you]   [You] currently have over 1,500
active clients, who
         have assets in their trading accounts." Please revise to further
discuss the fact that you
         have over 1,500 active clients with assets in their trading accounts
but only five of those
         customers accounted for 95% and 88% of your revenue for the six months
ended March
         31, 2022 and 2021, respectively.
Our Reportable Segments, page 59

5.       Please refer to comment 17. We note that you continue to identify four
reportable
         segments in the Business and Management's Discussion and Analysis
("MD&A") sections
         of your filing (including pages 1, 54, 59 and 70) but three reportable
segments in your
         footnote disclosures on pages F-15 and F-38. Please refer to ASC
280-10-50-12 and revise
         your filing to consistently disclose the number of, and disclosures
attributable to,
         reportable segments that meet the criteria in ASC 280-10-50-10. Please
also revise your
         filing and related reportable segment information to consistently
label your reportable
 Thomas Tam
Solowin Holdings, Ltd.
March 17, 2023
Page 3
      segments. We note, for instance, disclosure of a Securities Brokerage
segment on page 54
      compared to a Securities Related Services segment on pages F-15 and F-38.
6.    Please refer to comment 18. We note that you revised your MD&A
disclosures to include
      a breakdown of revenues by reportable segment. Please further revise the
MD&A section
      of your filing to discuss the remaining components of the results of
operations for each of
      your reportable segments (e.g. commission and handling expenses, general
and
      administrative expenses and interest expenses), as well as a discussion
of material year-
      over-year changes in each of these remaining components of each segment
s profitability.
General and Administrative Expenses, page 62

7.    Please refer to comment 21. We note your revised disclosure related to
referral fees paid
      to related parties on page 62 for the fiscal years ended March 31, 2022
and 2021. Please
      revise your disclosure to include a similar discussion of referral fees
for the six months
      ended September 30, 2022 and 2021.
General

8.    We note your response to comment 31 and reissue. Please revise your
disclosure
      throughout the document to state that Congress has passed the AHFCAA and
the effects
      thereof.
       You may contact Shannon Davis at (202) 551-6687 or John Spitz at (202)
551-3484 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Robert Arzonetti at (202) 551-8819 or Susan Block at (202) 551-3210
with any other
questions.



                                                            Sincerely,
FirstName LastNameThomas Tam
                                                            Division of
Corporation Finance
Comapany NameSolowin Holdings, Ltd.
                                                            Office of Finance
March 17, 2023 Page 3
cc:       Kevin Sun
FirstName LastName
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