AXG 6-K/A
Solowin Holdings, Ltd. (AXG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K/A
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of September 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 ☐
Explanatory Note
This Form 6-K, including exhibits hereto, is hereby incorporated by reference into the registration statements of the Company on Form S-8 (File No. 333-275337) and Form F-3 (File No. 333-282552) and shall be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
As previously reported, on September 3, 2025, SOLOWIN HOLDINGS (the “Company”) completed the acquisition of AlloyX Limited (“AlloyX”).
This Form 6-K/A (this “Amendment”) amends and supplements the Form 6-K furnished on September 3, 2025 to provide the historical financial statements and the pro forma financial information in connection with the acquisition of AlloyX. Any information required to be set forth in the initial 6-K which is not being amended or supplemented pursuant to this Amendment is hereby incorporated by reference. Except as set forth herein, no modifications have been made to the information contained in the initial 6-K.
Financial Statements and Exhibits
Financial statements of businesses acquired
The audited financial statements of AlloyX as of and for the years ended March 31, 2025 and 2024, are filed as Exhibit 99.1 to this Form 6-K and incorporated herein by reference.
Pro forma financial information
The unaudited pro forma condensed combined balance sheet as of March 31, 2025 and the unaudited pro forma condensed combined statement of comprehensive loss for the year ended March 31, 2025, are filed with this Form 6-K as Exhibit 99.2 and incorporated herein by reference.
The pro forma financial information included herein has been presented for informational purposes only. It does not purport to represent the actual results of operations that the Company and AlloyX would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve.
Exhibits
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: September 29, 2025 | SOLOWIN HOLDINGS | |
|---|---|---|
| By: | /s/ Ling Ngai Lok | |
| Ling Ngai Lok | ||
| Chief Executive Officer |
2
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (333-275337) and Form F-3 (333-282552) of Solowin Holdings and its subsidiaries (“the Company”) of our report dated September 29, 2025, which appears in the Form 6-K/A of the Company dated September 29, 2025, with respect to the consolidated balance sheets of AlloyX Limited and its subsidiaries as of March 31, 2025 and 2024, and the related consolidated statements of loss and comprehensive loss, changes in shareholders’ equity, and cash flows for each of the two years in the period ended March 31, 2025, and the related notes included herein.
| /s/ WWC, P.C. | |
|---|---|
| San Mateo, California | WWC, P.C. |
| September 29, 2025 | Certified Public Accountants |
| PCAOB ID No.1171 |
Exhibit 99.1
ALLOYX LIMITED AND ITS SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F-1
Report of Independent Registered Public Accounting Firm
| To: | The Sole Director and Shareholders of |
|---|---|
| AlloyX Limited and its subsidiaries |
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of AlloyX Limited and its subsidiaries (collectively the “Company”) as of March 31, 2025 and 2024, and the related consolidated statements of loss and comprehensive loss, changes in shareholders’ equity, and cash flows for each of the two years in the period ended March 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended March 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ WWC, P.C.
WWC, P.C.
Certified Public Accountants
PCAOB ID: 1171
San Mateo, California
September 29, 2025
We have served as the Company’s auditor since 2025.
F-2
ALLOYX LIMITED AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2025 AND 2024
(Amount in U.S. dollar, except for share and per share data, or otherwise noted)
| As at March 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| ASSETS | ||||
| Current assets: | ||||
| Cash and cash equivalents | 4,434,017 | 5,476 | ||
| Short-term investment | 1,904,700 | - | ||
| Other receivables, net | 2,572 | - | ||
| Total current assets | 6,341,289 | 5,476 | ||
| Non-current assets: | ||||
| Property and equipment, net | 58,513 | - | ||
| Operating right-of-use asset, net | 1,372,305 | - | ||
| Total non-current assets | 1,430,818 | - | ||
| TOTAL ASSETS | 7,772,107 | 5,476 | ||
| Current liabilities: | ||||
| Accrued expenses | 26,382 | - | ||
| Operating lease liabilities – current | 491,655 | - | ||
| Total current liabilities | 518,037 | - | ||
| Non-current liabilities: | ||||
| Operating lease liabilities – non-current | 914,116 | - | ||
| Total non-current liabilities | 914,116 | - | ||
| TOTAL LIABILITIES | 1,432,153 | - | ||
| COMMITMENTS AND CONTINGENCIES (Note 12) | ||||
| Shareholders’ equity | ||||
| Ordinary shares (US$0.001 par value per share; 50,000,000 shares authorized; 50,000,000 shares issued and outstanding as of March 31, 2025 and 2024*) | 50,000 | 50,000 | ||
| Ordinary shares to be issued | 5,025 | - | ||
| Additional paid-in capital | 7,101,132 | 5,976 | ||
| Subscription receivable | (50,000 | ) | (50,000 | ) |
| Accumulated losses | (767,881 | ) | (500 | ) |
| Accumulated other comprehensive income | 1,678 | - | ||
| Total shareholders’ equity | 6,339,954 | 5,476 | ||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 7,772,107 | 5,476 |
All values are in US Dollars.
| * | Retrospectively restated for effect of share reorganization (see Note 1) |
|---|
The accompanying notes are an integral part of these consolidated financial statements.
F-3
ALLOYX LIMITED AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Amount in U.S. dollar, except for share and per share data, or otherwise noted)
| For the years ended March 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Operating expenses | ||||
| Marketing and promotion expenses | (13,218 | ) | - | |
| Employee benefits expenses | (230,292 | ) | - | |
| Lease expenses | (183,660 | ) | - | |
| Legal and professional fees | (70,461 | ) | - | |
| Fund subscription service fee | (104,600 | ) | - | |
| Information technology expenses | (75,329 | ) | - | |
| Transportation expenses | (7,144 | ) | - | |
| Office expenses | (13,249 | ) | (26 | ) |
| General and administrative expenses | (76,653 | ) | (96 | ) |
| Total operating expenses | (774,606 | ) | (122 | ) |
| Other income (expenses) | ||||
| Other income (expense), net | 7,225 | (378 | ) | |
| Total other income (expenses), net | 7,225 | (378 | ) | |
| Loss before income tax expense | (767,381 | ) | (500 | ) |
| Income tax expense | - | - | ||
| Net loss | (767,381 | ) | (500 | ) |
| Other comprehensive income | ||||
| Foreign currency translation adjustment | 1,677 | - | ||
| Total comprehensive loss | (765,704 | ) | (500 | ) |
| Basic and diluted net loss per share | (0.02 | ) | 0.00 | * |
| Weighted average number of shares outstanding - basic and diluted* | 50,000,000 | 50,000,000 |
All values are in US Dollars.
| * | Retrospectively restated for effect of share reorganization (see Note 1) |
|---|---|
| ** | Less than US$0.01 |
The accompanying notes are an integral part of these consolidated financial statements.
F-4
ALLOYX LIMITED AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Amount in U.S. dollar, except for share and per share data, or otherwise noted)
| Ordinary shares | Ordinary shares<br><br>to be issued | Additional | Accumulated other | Total | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of<br><br>shares* | Amount | Number of<br><br>shares | Amount | paid-in<br>capital | Subscription<br>receivable | Accumulated<br>losses | comprehensive<br>income | shareholders’<br>equity | |||||||
| Balance as of April 1, 2023 | 50,000,000 | 50,000 | - | - | - | (50,000 | ) | - | - | - | |||||
| Advance from a shareholder | - | - | - | - | 5,976 | - | - | - | 5,976 | ||||||
| Net loss | - | - | - | - | - | (500 | ) | - | (500 | ) | |||||
| Balance as of March 31, 2024 | 50,000,000 | 50,000 | - | - | 5,976 | (50,000 | ) | (500 | ) | - | 5,476 | ||||
| Shares to be issued to investors | - | - | 5,025,000 | 5,025 | 8,034,975 | - | - | - | 8,040,000 | ||||||
| Net loss | - | - | - | - | - | - | (767,381 | ) | - | (767,381 | ) | ||||
| Constructive dividend | - | - | - | - | (939,819 | ) | - | - | - | (939,819 | ) | ||||
| Foreign currency translation adjustment | - | - | - | - | - | - | - | 1,678 | 1,678 | ||||||
| Balance as of March 31, 2025 | 50,000,000 | 50,000 | 5,025,000 | 5,025 | 7,101,132 | (50,000 | ) | (767,881 | ) | 1,678 | 6,339,954 |
All values are in US Dollars.
| * | Retrospectively restated for effect of share reorganization (see Note 1) |
|---|
The accompanying notes are an integral part of these consolidated financial statements.
F-5
ALLOYX LIMITED AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Amount in U.S. dollar, except for share and per share data, or otherwise noted)
| For the years ended March 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Cash flows from operating activities | ||||
| Net loss | (767,381 | ) | (500 | ) |
| Adjustment to reconcile net loss to cash used in operating activities: | ||||
| Depreciation of property and equipment | 3,103 | - | ||
| Fund subscription service fee | 104,600 | - | ||
| Investment income of short-term investments | (4,348 | ) | - | |
| Change in operating assets and liabilities: | ||||
| Other receivables | (2,572 | ) | - | |
| Accrued expenses | 26,382 | - | ||
| Operating lease liabilities | 33,465 | - | ||
| Cash used in operating activities | (606,751 | ) | (500 | ) |
| Cash flows from investing activities | ||||
| Purchase of short-term investments | (5,762,700 | ) | - | |
| Proceeds from sales of short-term investments | 3,858,000 | - | ||
| Transaction cost for subscriptions of investment funds | (104,600 | ) | ||
| Investment income received from short-term investments | 4,348 | - | ||
| Purchases of property and equipment | (61,623 | ) | - | |
| Cash used in investing activities | (2,066,575 | ) | - | |
| Cash flows from financing activities | ||||
| Proceeds from capital injection from investors | 8,040,000 | - | ||
| Advance from a shareholder | - | 5,976 | ||
| Constructive dividend paid | (939,819 | ) | - | |
| Cash provided by financing activities | 7,100,181 | 5,976 | ||
| Effect of exchange rate changes on cash and cash equivalents | 1,686 | - | ||
| Net change in cash and cash equivalents | 4,428,541 | 5,476 | ||
| Cash and cash equivalents at beginning of the year | 5,476 | - | ||
| Cash and cash equivalents at the end of the year | 4,434,017 | 5,476 | ||
| Supplementary cash flows information | ||||
| Cash received from interest | 16 | - | ||
| Cash paid for income taxes | - | - | ||
| Supplemental schedule of non-cash investing and financing activities: | ||||
| Operating lease right-of-use assets obtained in exchange for operating lease liabilities | 1,530,119 | - |
All values are in US Dollars.
The accompanying notes are an integral part of these consolidated financial statements.
F-6
ALLOYX LIMITED AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND PRINCIPAL ACTIVITIES
AlloyX Limited (the “Company”) is a company incorporated in Cayman Islands with limited liability on October 22, 2024. The Company is an investment holding company. The equity interest of the Company was ultimately held as to 50% by Mr. Ling Ngai Lok (“Mr. Lok”) and 50% by Mr. Qiyin Zhu (“Mr. Zhu”), through their holding of shares in Vast Space Limited, Firewood Group Limited, and Well Insight Limited.
Master Venus Limited (“MV”) was incorporated on February 2, 2016 in Samoa and effectively controlled by Mr. Lok. MV has no substantial operations other than holding an operating subsidiary, AlloyX (Hong Kong) Limited (“AXHK”).
AXHK is incorporated on December 23, 2024 in Hong Kong and engaged in blockchain-based payments and tokenization infrastructure service. As of March 31, 2025 and 2024, AXHK did not generate any revenue. As of the date of these financial statements, the Company has commenced its primary operations and maintained necessary licenses for its operations.
AlloyX Group Pte. Ltd (“AXSG”) is incorporated on January 16, 2025 in Singapore and directly held by the Company. AXSG has no substantial operations.
Bravo Valor Partners Ltd (“BVP”) is incorporated on April 6, 2021 in the United States of America. Subsequently on June 10, 2025, the Company acquired from a director of MV of 100% of equity interest of BVP. BVP has no substantial operations.
As of the date of these financial statements, details of the Company and its subsidiaries are as follows:
| Date of | Place of | Percentage of effective<br>ownership as of March 31, | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Name | incorporation | incorporation | 2025 | 2024 | Principal activities | ||||
| AlloyX Limited | October 22, 2024 | Cayman Islands | N/A | N/A | Investment holding | ||||
| Master Venus Limited | February 2, 2016 | Samoa | 100 | % | 100 | % | Investment holding | ||
| AlloyX (Hong Kong) Limited | December 23, 2024 | Hong Kong | 100 | % | N/A | Blockchain-based payments and tokenization infrastructure service | |||
| AlloyX Group Pte. Ltd. | January 16, 2025 | Singapore | 100 | % | N/A | Dormant | |||
| Bravo Valor Partners Ltd | April 6, 2021<br>(acquired on June 10, 2025) | United States of America | N/A | N/A | Dormant |
F-7
ALLOYX LIMITED AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)
Reorganization
Pursuant to a group reorganization (the “Group Reorganization”) to rationalize the structure of the Company and its subsidiaries, the Company becomes the holding company of the subsidiaries on November 19, 2024. The Company and subsidiaries are effectively controlled by the same controlling shareholder, Mr. Ling Ngai Lok (“Mr. Lok”) before and after the Group Reorganization and therefore the Group Reorganization is considered as a recapitalization of entities under common control.
The consolidation of the Company and its subsidiaries has been accounted for at historical cost. No amount is recognized in respect of goodwill or excess of acquirer’s interest in the net fair value of acquiree’s identifiable assets, liabilities and contingent liabilities over cost at the time of common control combination. The consolidated statements of loss and comprehensive loss, consolidated statements of changes in shareholders’ equity and consolidated statements of cash flows are prepared as if the current group structure had been in existence throughout the years ended March 31, 2025 and 2024, or since the respective dates of incorporation or establishment of the relevant entity, where this is a shorter period. The consolidated balance sheets as of March 31, 2025 and 2024 present the assets and liabilities of the companies now comprising the Group which had been incorporated or established as at the relevant balance sheet date as if the current group structure had been in existence at those dates.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission.
Principles of consolidation
The consolidated financial statements include the financial statements of the Company and its subsidiaries. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.
A subsidiary is an entity in which (i) the Company directly or indirectly controls more than 50% of the voting power; or (ii) the Company has the power to appoint or remove the majority of the members of the board of directors or to cast a majority of votes at the meetings of the board of directors or to govern the financial and operating policies of the investee pursuant to a statute or under an agreement among the shareholders or equity holders.
F-8
ALLOYX LIMITED AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Use of estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could vary from the estimates and assumptions that were used.
Foreign currency translation and transaction and convenience translation
The accompanying audited consolidated financial statements are presented in United States dollars (“US$” or “$”). The functional currency of the Company and its subsidiaries incorporated in the Samoa, Singapore and United States is US$ and the functional currency of the Company’s subsidiary incorporated in Hong Kong is Hong Kong dollar (HK$). The determination of the respective functional currency is based on the criteria of Accounting Standards Codification (“ASC”) Topic 830, Foreign Currency Matters. The Company’s assets and liabilities are translated into US$ from HK$ at year-end exchange rates. Its revenues and expenses are translated at the average exchange rate during the year. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.
| As of March 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Year-end spot rate | 7.7760 | 7.8247 | ||
| For the years ended<br>March 31, | ||||
| --- | --- | --- | --- | --- |
| 2025 | 2024 | |||
| Average rate | 7.7930 | 7.8243 |
Fair value measurement
Accounting guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability.
Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Accounting guidance establishes three levels of inputs that may be used to measure fair value:
| ● | Level 1 applies to assets or liabilities for which there are quoted prices, in active markets for identical assets or liabilities. |
|---|---|
| ● | Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical asset or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. |
| ● | Level 3 applies to asset or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. |
Based on the short-term nature of cash and cash equivalents, other receivables and accrued expenses has determined that the carrying value approximates their fair values. The carrying amount of operating lease liabilities approximate their fair values since they bear an interest rate which approximates market interest rates.
F-9
ALLOYX LIMITED AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Related parties
The Company adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
Cash and cash equivalents
Cash and cash equivalents consist of deposits with banks and all highly liquid investments, with maturities of three months or less. The Company’s cash is held at well capitalized financial institutions, but they are not Federal Deposit Insurance Corporation (“FDIC”) insured. The Company maintains its cash in bank deposit accounts which at times may exceed insured limits. The Company has not experienced any losses in such accounts. Management believes that the Company is not exposed to any significant credit risk on cash and cash equivalents.
Short-term investment
Short-term investment consists of investment in a fund that invest in U.S. securities with original maturities longer than three months but less than one year. In accordance with ASC 820-10-35-59, the Company elected to apply the practical expedient to use net asset value, without adjustment, to measure investment in a fund that does not have a readily determinable fair value. Accordingly, the investments are not classified within the fair value hierarchy and are excluded from the fair value disclosures.
Other receivables, net
Other receivables, net consist of the advance payment to employees. This advance is unsecured and reviewed periodically to determine whether their carrying value has become impaired. Other receivables, net are stated at the original amount less an allowance for expected credit loss on such receivables. The allowance for expected credit losses is estimated based upon our assessment of various factors including historical experience, the age of the other receivable balances, current general economic conditions, future expectations and customer specific quantitative and qualitative factors that may affect our customers’ ability to pay. An allowance is also made when there is objective evidence for the Company to reasonably estimate the amount of probable loss. The Company regularly reviews the adequacy and appropriateness of the allowance for expected credit losses. The receivables are written off after all collection efforts have ceased. As of March 31, 2025 and 2024, the Company has evaluated the probable losses on other receivables are minimal and the allowance for expected credit losses on other receivables were minimal.
F-10
ALLOYX LIMITED AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Property and equipment, net
Property and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. The cost of an item of property and equipment comprises its purchase price and any directly attributable costs of bringing the item to its present working condition and location for its intended use. Expenditure incurred after the item has been put into operation, such as repairs and maintenance and overhaul costs, is normally charged to the consolidated statements of loss and comprehensive loss in the period in which it is incurred. In situations where it can be clearly demonstrated that the expenditure has resulted in an increase in the future economic benefits expected to be obtained from the use of the item, the expenditure is capitalized as an additional cost of the item.
Depreciation is provided to write off the cost of items of property and equipment over their estimated useful lives and after taking into account their estimated residual value, using the straight-line method, at the following estimated useful lives:
| Classification | Estimated<br><br>useful life |
|---|---|
| Leasehold improvement | Shorter<br>of the lease terms or the estimated useful lives of the assets |
| Computer | 4 years |
| Office equipment | 4 years |
An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statements of loss income and comprehensive loss in the period the asset is derecognized.
Leases
The Company is a lessee of a non-cancellable operating lease for office. Lease assets and liabilities are recognized at the present value of the future lease payments at the lease’s commencement date. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate based on the information available at the lease commencement date. The Company generally uses the base, non-cancellable lease term in calculating the right-of-use (“ROU”) assets and lease liabilities.
The Company may recognize the lease payments in the consolidated statements of loss and comprehensive loss on a straight-line basis over the lease terms and variable lease payments in the periods in which the obligations for those payments are incurred, if any. The lease payments under the lease arrangements are fixed.
The Company did not adopt the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. Non-lease components include payments for building management, utilities and property tax. It separates the non-lease components from the lease components to which they relate.
F-11
ALLOYX LIMITED AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Leases (Continued)
The Company evaluates the impairment of its right-of-use assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of operating lease liabilities in any tested asset group and include the associated lease payments in the undiscounted future pre-tax cash flows. For the years ended March 31, 2025 and 2024, the Company did not have any impairment loss against its operating lease right-of-use assets.
Impairment of long-lived assets
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. No impairment of long-lived assets was recognized for the years end March 31, 2025 and 2024.
Accrued expenses
Accrued expenses primarily include accrued salary and employee benefits and other accrued expenses for the operation in the ordinary course of business.
General and administrative expenses
General and administrative expenses primarily consist of personnel-related compensation expenses, including salaries and related social insurance costs for operations and supporting personnel, depreciation, professional services fees, utilities, office expense, and expenses related to general operations.
Income taxes
The Company accounts for income taxes in accordance with the U.S. GAAP. Under the asset and liability method as required by this accounting standard, the recognition of deferred income tax liabilities and assets for the expected future tax consequences of temporary differences between the income tax basis and financial reporting basis of assets and liabilities. Provision for income taxes consists of taxes currently due plus deferred taxes.
The charge for taxation is based on the results for the period as adjusted for items which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis. Deferred tax assets are recognized to the extent that it is probable that taxable income to be utilized with prior net operating loss carried forwards. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. For the years ended March 31, 2025 and 2024, there were nil temporary differences. As of March 31, 2025 and 2024, no deferred tax asset or liability recognized
The Company’s policy on classification of all interest and penalties related to unrecognized income tax positions, if any, is to present them as a component of income tax expense. No significant penalties or interest relating to income taxes have been incurred during the years ended March 31, 2025 and 2024.
F-12
ALLOYX LIMITED AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Employee benefits
Payments to the Mandatory Provident Fund Scheme (“MPF scheme”) under the Hong Kong Mandatory Provident Fund Schemes Ordinance are recognized as an expense when employees have rendered service entitling them to the contributions. An employer is required to make regular mandatory contributions of at least 5% of the employee’s monthly income and HK$1,500 of the employee’s monthly income over HK$30,000.
The Company is obligated to make severance payments and long service payments for its employees on cessation of employment in certain circumstances under the Ordinance. The Ordinance currently allows employers to offset the severance or long service payments to an employee against accrued benefits derived from the contributions it has made to the employee in the MPF Scheme. However, the Legislative Council has passed the Employment and Retirement Schemes Legislation (Offsetting Arrangement) (Amendment) Bill 2024 on June 9, 2024 to abolish the use of the accrued benefits of employers’ mandatory contributions under the MPF System to offset severance payment and long service payment. The Hong Kong government has announced that the abolition will take effect on May 1, 2025. Accrued benefits derived from employers’ voluntary MPF contributions as well as gratuities based on length of service can continue to be used to offset severance payment and long service payment.
Comprehensive loss
The Company presents comprehensive loss in accordance with ASC Topic 220, Comprehensive Income, (“ASC 220”). ASC 220 states that all items that are required to be recognized under accounting standards as components of comprehensive loss be reported in the consolidated financial statements. Comprehensive loss consists of two components, net loss and other comprehensive loss. Other comprehensive loss refers to revenue, expenses, gains and losses that are recorded as an element of shareholders’ equity but are excluded from net loss. Other comprehensive loss consists of a foreign currency translation adjustment resulting from the Company’s subsidiaries not using the US$ as the Company’s functional currency.
Commitments and contingencies
In the normal course of business, the Company is subject to commitments and contingencies, including operating lease commitments, legal proceedings and claims arising out of its business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss will occur, and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments on liability for contingencies, including historical and the specific facts and circumstances of each matter. There were no material commitments or contingencies as of March 31, 2025 and 2024.
Loss per share
The Company computes net loss per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted net loss per share (“EPS”) on the face of the consolidated statements of loss and comprehensive loss. Basic EPS is computed by dividing income available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the year. Diluted EPS gives effect to all dilutive potential common shares outstanding during the year using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of warrants, options, and restricted stock units. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The Company had no potentially dilutive securities as of March 31, 2025 and 2024.
F-13
ALLOYX LIMITED AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recently issued accounting pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.
Recently adopted accounting standards
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. The purpose of the update was to improve financial reporting by requiring disclosures of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted and requires retrospective application to all periods presented in the consolidated financial statements. Management is evaluating the impact on the Company’s consolidated financial statements. The Company adopted ASU 2023-07 on April 1, 2024. The adoption of the ASU 2023-07 did not have a material impact on financial disclosures.
New accounting standards not yet adopted
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its consolidated financial statements and disclosures.
In March 2024, the FASB issued ASU 2024-02, “Codification Improvements — Amendments to Remove References to the Concepts Statements”. This update contains amendments to the Codification that remove references to various FASB Concepts Statements. These changes remove references to various Concepts Statements and the amendments apply to all reporting entities within the scope of the affected accounting guidance. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2024. Early application of the amendments in this Update is permitted for any fiscal year or interim period for which financial statements have not yet been issued (or made available for issuance). The Company believes the future adoption of this ASU is not expected to have a material impact on its consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires incremental disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. The amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted and the amendments may be applied either prospectively or retrospectively. Management is currently evaluating this ASU to determine its impact on the Company’s disclosures.
In January 2025, the FASB issued ASU 2025-01 Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40). The FASB issued ASU 2024-03 on November 4, 2024. ASU 2024-03 states that the amendments are effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Following the issuance of ASU 2024-03, the FASB was asked to clarify the initial effective date for entities that do not have an annual reporting period that ends on December 31 (referred to as non-calendar year-end entities). Because of how the effective date guidance was written, a non-calendar year-end entity may have concluded that it would be required to initially adopt the disclosure requirements in ASU 2024-03 in an interim reporting period, rather than in an annual reporting period. The FASB’s intent in the basis for conclusions of ASU 2024-03 is clear that all public business entities should initially adopt the disclosure requirements in the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Management is currently evaluating this ASU to determine its impact on the Company’s disclosures.
Except for the above-mentioned pronouncements, there are no new recently issued accounting standards that will have a material impact on the consolidated balance sheets, statements of loss and comprehensive loss and cash flows.
F-14
ALLOYX LIMITED AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. SEGMENT INFORMATION
Segments were identified based on the Company’s internal reporting and how the chief operating decision maker (“CODM”) assesses the performance of the business. The Company’s CODM has been identified as the Chief Executive Officer, who reviews the results of operations and net loss when making decisions about allocating resources and assessing the performance of the Company. All assets of the Company are located in Hong Kong and all operations are all conducted in Hong Kong. Accordingly, management has determined that the Company only has one operating and reportable segment. The Company’s CODM does not review assets by segment in the evaluation and therefore assets by segment are not disclosed.
When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews key metrics, which include the following:
| For the years ended March 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Operating expenses | ||||
| Marketing and promotion expenses | (13,218 | ) | - | |
| Employee benefits expenses | (230,292 | ) | - | |
| Other general and administrative expenses | (531,096 | ) | (122 | ) |
| Total operating expenses | (774,606 | ) | (122 | ) |
| - | ||||
| Total other income (expenses), net | 7,225 | (378 | ) | |
| Net loss | (767,381 | ) | (500 | ) |
All values are in US Dollars.
4. PROPERTY AND EQUIPMENT, NET
Property and equipment, net consist of the following:
| As of March 31, | |||
|---|---|---|---|
| 2025 | 2024 | ||
| Computer | 34,240 | - | |
| Leasehold improvement | 25,454 | - | |
| Office equipment | 1,929 | - | |
| Sub-total | 61,623 | - | |
| Less: accumulated depreciation | (3,110 | ) | - |
| Property and equipment, net | 58,513 | - |
All values are in US Dollars.
Depreciation expenses for the years ended March 31, 2025 and 2024 were $3,103 and nil, respectively.
F-15
ALLOYX LIMITED AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. SHORT-TERM INVESTMENT
As of March 31, 2025 and 2024, the Company’s portfolio of short-term investment comprised of investment in a private investment fund. Short-term investment consists of the following:
| As of March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Investment in a private investment fund | 1,904,700 | - |
All values are in US Dollars.
The following table presents the movement of short-term investment for the years ended March 31, 2025 and 2024:
| As of March 31, | |||
|---|---|---|---|
| 2025 | 2024 | ||
| Beginning balance | - | - | |
| Additions | 5,762,700 | - | |
| Disposal | (3,858,000 | ) | - |
| Ending balance | 1,904,700 | - |
All values are in US Dollars.
Investment income of $4,348 is recorded as other income in the Company’s consolidated statements of loss and comprehensive loss for the year ended March 31, 2025.
6. ACCRUED EXPENSES
Accrued expenses consist of the following:
| As of March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Accrued payroll and welfare expenses | 26,382 | - |
All values are in US Dollars.
F-16
ALLOYX LIMITED AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. OPERATING LEASE
During the year ended March 31, 2025, the Company entered into an occupancy and risk assumption agreement with a related party, pursuant to which the Company obtained the right to occupy the leased office premise of the related party. Under the terms of the agreement, all rental payments and associated risks related to the premises are fully assumed by the Company. Accordingly, the Company recognized the right-of-use asset or lease liabilities in respect of this lease in December 2024.
The Company’s operating right-of-use assets and lease liabilities recognized in the consolidated balances sheets consisted of the following:
| As of March 31, | |||
|---|---|---|---|
| 2025 | 2024 | ||
| Cost | 1,530,119 | - | |
| Less: accumulated depreciation | (157,814 | ) | - |
| Operating right-of-use asset, net | 1,372,305 | - |
All values are in US Dollars.
| As of March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Operating lease liabilities | ||
| Current portion | 491,655 | - |
| Non-current portion | 914,116 | - |
| Total | 1,405,771 | - |
All values are in US Dollars.
| As of March 31, | |||||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| Operating lease: | |||||
| Weighted average remaining lease term (years) | 2.67 | - | |||
| Weighted average discount rate | 5.375 | % | - |
During the years ended March 31, 2025 and 2024, the Company incurred operating lease expenses of $183,660 and nil, respectively.
The maturity analysis of the Company’s non-cancelable operating lease obligations as of March 31, 2025 is as follows:
| As of March 31, 2025 | ||
|---|---|---|
| Year ending March 31, 2026 | 552,181 | |
| Year ending March 31, 2027 | 552,181 | |
| Year ending March 31, 2028 | 401,586 | |
| Total undiscounted operating lease obligations | 1,505,948 | |
| Less: imputed interest | (100,177 | ) |
| Operating lease liabilities recognized in the consolidated balance sheet | 1,405,771 |
All values are in US Dollars.
F-17
ALLOYX LIMITED AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8. SHAREHOLDERS’ EQUITY
| (a) | Ordinary shares |
|---|
The Company was established under the laws of the Cayman Islands on October 22, 2024, with an authorized share capital of 50,000,000 ordinary shares with a par value of $0.001 each. There were 50,000,000 ordinary shares issued and outstanding as of March 31, 2025 and 2024. The ordinary shares have been retrospectively restated for effect of share reorganization (see Note 1).
| (b) | Subscription receivable |
|---|
Subscription receivable of $50,000 is related to the issuance of 50,000,000 ordinary shares with a par value of $0.001 each to the shareholders of the Company on October 22, 2024.
| (c) | Constructive dividend |
|---|
As of March 31, 2025, the Company recorded constructive dividend of $939,819 to Mr. Lok. The amount represents non-interest-bearing advance made during the year ended March 31, 2025. The amount is non-trade nature. Based on the nature of the transaction and the relationship with the shareholder, the Company has classified the amount as a contra-equity item in accordance with ASC 505-10-45-2 and SEC Staff Accounting Bulletin Topic 4.E.
| (d) | Financing arrangements |
|---|
During the year ended March 31, 2025, the Company entered into share purchase agreements with certain institutional investors (the “Investors”), pursuant to which the Company agreed to sell to the Investors ordinary shares at purchase price of $1.60 per share. The Company received gross proceeds $8,040,000 from the Investors in exchange of 5,025,000 shares to be issued as of March 31, 2025.
9. INCOME TAX
The Company and MV are domiciled in the Cayman Islands and Samoa, respectively. Under the current and applicable laws of the Cayman Islands and Samoa, the Company and MV are not subject to tax on income or capital gain.
AXSG is incorporated in Singapore are subject to the Singapore corporate tax rate of 17%.
BVP is considered U.S. tax resident under U.S. tax laws and subject to U.S. tax laws at a statutory tax rate of 21%.
AXHK is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. For the years ended March 31, 2025 and 2024, Hong Kong profits tax is calculated in accordance with the two-tiered profits tax rates regime. The applicable tax rate for the first HKD 2 million of assessable profits is 8.25% and assessable profits above HKD 2 million will continue to be subject to the rate of 16.5% for corporations in Hong Kong, effective from the year of assessment 2018/2019. Before that, the applicable tax rate was 16.5% for corporations in Hong Kong.
A reconciliation of the provision for income taxes determined at the Hong Kong statutory income tax rate to the Company’s effective income tax rate is as follows:
| For the years ended March 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | ||||||||
| Loss before income tax expense | (767,381 | ) | (500 | ) | |||||
| % | % | ||||||||
| Tax at Hong Kong statutory tax rate of 16.5% | (126,617 | ) | (16.5 | )% | (83 | ) | (16.5 | )% | |
| Effect of tax-exempt for the Company incorporated in Cayman Islands and Samoa | 50,868 | 6.6 | % | 83 | 16.5 | % | |||
| Tax effect on non-deductible expenses | 433 | 0.1 | % | - | - | % | |||
| Tax effect on non-assessable income | (635 | ) | (0.1 | )% | - | - | % | ||
| Tax effect on deductible temporary differences | (5,637 | ) | (0.7 | )% | - | - | % | ||
| Change in valuation allowance | 81,588 | 10.6 | % | - | - | % | |||
| Income tax expense | - | - | % | - | - | % |
All values are in US Dollars.
F-18
ALLOYX LIMITED AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
9. INCOME TAX (Continued)
The following table sets forth the significant components of the deferred tax assets of the Company as of March 31, 2025 and 2024:
| As of March 31, | |||
|---|---|---|---|
| 2025 | 2024 | ||
| Deferred tax assets, net: | |||
| Net operating loss carryforwards | 81,588 | - | |
| Less: valuation allowance | (81,588 | ) | - |
| Deferred tax assets, net | - | - |
All values are in US Dollars.
The movement of valuation allowance is as follows:
| As of March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Beginning balance | - | - |
| Tax losses recognized | 81,588 | - |
| Ending balance | 81,588 | - |
All values are in US Dollars.
The Company had approximately $494,473 and nil operating tax losses carried forward as of March 31, 2025 and 2024, respectively. All the tax losses carryforwards will carryforward indefinitely. As of March 31, 2025 and 2024, no deferred tax assets have been recognized for these tax loss carry-forwards because management is not able to reliably estimate if and when the benefit of potential tax assets would be realized.
10. OTHER INCOME (EXPENSES), NET
Other income (expenses), net consist of the following:
| For the years ended March 31, | |||
|---|---|---|---|
| 2025 | 2024 | ||
| Exchange gain (loss) on foreign currency translation | 2,861 | (524 | ) |
| Investment income from investment in a private investment fund | 4,348 | - | |
| Others | 16 | 146 | |
| Total | 7,225 | (378 | ) |
All values are in US Dollars.
11. RELATED PARTY TRANSACTIONS AND BALANCES
Nature of relationships with related parties
| Name | Relationship with the Company |
|---|---|
| Mr. Lok | Controlling shareholder, sole director and chief executive officer of the Company |
| Mr. Zhu | Shareholder of the Company |
Subscription receivable of $50,000 is related to the issuance of 50,000,000 ordinary shares with a par value of $0.001 each to the shareholders of the Company on October 22, 2024 (see Note 8).
Constructive dividends of $939,819 represents non-trade advances to Mr. Lok during the year ended March 31, 2025 (see Note 8).
Remuneration to senior management for the years ended March 31, 2025 and 2024 was:
| For the years ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Salaries and other short term employee benefits | 67,720 | - |
| Payments to defined contribution pension schemes | 577 | - |
| Total | 68,297 | - |
All values are in US Dollars.
F-19
ALLOYX LIMITED AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
12. RISKS AND UNCERTAINTIES
Credit risk
The Company’s assets that are potentially subject to a significant concentration of credit risk primarily consist of bank balances and other receivables.
Bank balances
The Company believes that there is no significant credit risk associated with cash in Hong Kong, which were held by reputable financial institutions in the jurisdiction where the Company’s Hong Kong subsidiary is located.
Other receivables
The Company is exposed to risk from other receivables. These assets are subject to credit evaluations. An allowance, where applicable, is made for estimated unrecoverable amounts that have been determined by reference to past default experience and the current economic environment.
Currency risk
Currency risk arises from the possibility that fluctuations in foreign exchange rates will impact the financial instruments. The Company is not exposed to significant transactional foreign currency risk since almost all of its transactions, assets and liabilities are denominated in HKD which is the functional currency of the operating subsidiaries.
Market and geographic risk
The Company’s major operations are conducted in Hong Kong. Accordingly, the political, economic, and legal environments in Hong Kong, as well as the general state of Hong Kong’s economy may influence the Company’s business, financial condition, and results of operations.
13. COMMITMENTS AND CONTINGENCIES
Litigation and contingencies
From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. Management is currently not aware of any such legal proceedings or claims that could have, individually or in the aggregate, a material adverse effect on the Company’s business, financial condition, or operating results.
14. SUBSEQUENT EVENTS
The Company has assessed all events from March 31, 2025, up through September 29, 2025, which is the date of these consolidated financial statements are available to be issued, except as disclosed below, there are no other material subsequent events that require disclosure in these consolidated financial statements.
Up through July 7, 2025, the Company sold 1,437,500 ordinary shares to institutional investors with gross proceeds of $2,300,000 received.
In July 2025, the Company issued 12,500,000 ordinary shares to the shareholders and institutional investors.
On August 11, 2025, Solowin Holdings (“SWIN”), a Cayman Islands exempted holding company, entered into a sale and purchase agreement with the shareholders (the “Sellers”) of the Company, pursuant to which SWIN agreed to purchase from the Sellers 100% issued and outstanding shares of the Company. The Sellers will receive an aggregate of 106,779,926 class A ordinary shares, par value $0.0001 per share of SWIN, and 23,331,599 class B ordinary shares, par value $0.0001 per share of SWIN, as consideration for the sale of their aggregate 100% ownership in the Company, as determined by dividing (i) the agreed valuation of the Company of US$350,000,000 as of August 11, 2025, by (ii) volume-weighted average price of the SWIN’s Class A Ordinary Shares for the 120 consecutive trading days immediately preceding August 11, 2025, or US$2.69. The acquisition was completed on September 3, 2025.
F-20
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma combined financial information has been prepared in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amended and presents the pro forma effects of the acquisition (such transaction, the “Acquisition”) by Solowin Holdings, a company incorporated in Cayman Islands with limited liability (the “Company”), of AlloyX Limited (“AlloyX”) for an aggregate of 106,779,926 class A ordinary shares, par value $0.0001 per share of the Company (the “Class A Ordinary Shares”), and 23,331,599 class B ordinary shares, par value $0.0001 per share of the Company (the “Class B Ordinary Shares”) (collectively, “Exchangeable Shares”), in its capital stock consideration of US$350,000,000 as of August 11, 2025 completed as of September 03, 2025 (“Closing Date”).
Description of the Acquisition
On September 3, 2025, the Company completed the acquisition of AlloyX (the “Acquisition”), pursuant to the Share Purchase Agreement dated as of August 11, 2025 (the “Merger Agreement”) by and among the Company and each shareholder of AlloyX (each, a “Shareholder” and, collectively, the “Shareholders”), the Company will acquire all of the issued and outstanding shares of AlloyX from the Shareholders (the “Purchased Shares”). In exchange for the Purchased Shares, upon the closing of the Acquisition (the “Closing”), the Company will issue an aggregate of 130,111,525 exchangeable shares (the “Exchangeable Shares”), 106,779,926 shares from Class A and 23,331,599 shares from Class B, in its capital stock consideration of US$350,000,000, subject to certain adjustments, for shares of the Company’s common stock and will carry rights substantially equivalent to the Company’s common stock, as set forth in the Merger Agreement.
The Acquisition has been accounted for in the Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2025 as if the Acquisition had occurred on March 31, 2025. The Unaudited Pro Forma Condensed Combined Statements of Operations for the year ended March 31, 2025, as if the Acquisition had occurred on April 1, 2024.
The unaudited pro forma condensed combined financial information does not give effect to any cost savings, operating synergies or revenue synergies that may result from the Standard Acquisition or the costs to achieve any synergies.
The unaudited pro forma condensed combined financial statements are presented for informational purposes only, in accordance with Article 11 of Regulation S-X, and are not intended to represent or to be indicative of the income or financial position that the Company would have reported had the AlloyX been completed as of the dates set forth in the unaudited pro forma condensed combined financial statements due to various factors. The unaudited pro forma condensed combined Balance Sheet does not purport to represent the future financial position of the Company and the unaudited pro forma condensed combined statements of operations do not purport to represent the future results of operations of the Company.
The unaudited pro forma condensed combined financial statements reflect management’s preliminary estimates of the fair value of purchase consideration and the fair values of tangible and intangible assets acquired and liabilities assumed in the AlloyX Acquisition. Since these unaudited pro forma condensed combined financial statements have been prepared based on preliminary estimates of the fair value of Exchangeable Shares and fair values of assets acquired and liabilities assumed, the actual amounts to be reported in future filings may differ materially from the amounts used in the pro forma condensed combined financial statements.
This unaudited pro forma combined financial information was based on and should be read in conjunction with the Company’s historical financial statements and accompanying notes in its Form 20-F for the year ended March 31, 2025;
The unaudited pro forma combined financial statements have been prepared in accordance with Article 11 of Regulation S-X, as amended by Release No. 33-10786. The pro forma adjustments included herein include those adjustments that reflect the accounting for the respective transactions in accordance with U.S. GAAP (“transaction accounting adjustments”). Adjustments to reflect synergies and/or dis-synergies related to the respective transactions (“management adjustments”), which are elective pro forma adjustments under Release No. 33-10786, have not been reflected herein.
The unaudited pro forma combined financial statements are for illustrative purposes only and are not necessarily indicative of the financial results that would have occurred if the Acquisition had been consummated on the dates indicated, nor is it necessarily indicative of the financial position or results of operations in the future. The pro forma adjustments, as described in the accompanying notes, are based upon available information and certain assumptions that are believed to be reasonable as of the date of this document. The unaudited pro forma combined financial information includes certain non-recurring transaction-related adjustments, as discussed in the accompanying notes.
The unaudited pro forma adjustments are based on available information and certain assumptions that management believes are reasonable under the circumstances. The unaudited pro forma combined financial information is presented for informational purposes only, and is not intended to be a projection of future results. All pro forma adjustments and their underlying assumptions are described more fully in the notes to the unaudited pro forma combined financial information.
Solowin Holdings
Unaudited Pro Forma Condensed Combined Statement of Comprehensive Loss
For The Year Ended March 31, 2025
(Dollars in thousands, except share and per share amounts)
| Solowin Holdings | AlloyX | Pro Forma Combined | Transaction Accounting Adjustments | Note | Pro Forma Combined | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenues | 2,819 | - | 2,819 | 2,819 | ||||||||||||
| Expenses: | ||||||||||||||||
| General and administrative | (10,951 | ) | (772 | ) | (11,723 | ) | (105 | ) | A | (11,828 | ) | |||||
| Depreciation and amortization | - | (3 | ) | (3 | ) | (3 | ) | |||||||||
| Total expenses | (10,951 | ) | (775 | ) | (11,726 | ) | (11,831 | ) | ||||||||
| Loss from operation | (8,132 | ) | (775 | ) | (8,907 | ) | (9,012 | ) | ||||||||
| Other income (expenses) | ||||||||||||||||
| Interest expenses, net | (5 | ) | - | (5 | ) | (5 | ) | |||||||||
| Share of results of an associate | (54 | ) | - | (54 | ) | (54 | ) | |||||||||
| Loss on disposal of an associate | (100 | ) | - | (100 | ) | (100 | ) | |||||||||
| Impairment loss of long-term investment, net | (290 | ) | - | (290 | ) | (290 | ) | |||||||||
| Other income | 62 | 8 | 70 | 70 | ||||||||||||
| Total other (expenses) income, net | (387 | ) | 8 | (379 | ) | (379 | ) | |||||||||
| Loss before income taxes | (8,519 | ) | (767 | ) | (9,286 | ) | (9,391 | ) | ||||||||
| Income tax expense | (19 | ) | - | (19 | ) | (19 | ) | |||||||||
| Net loss | (8,538 | ) | (767 | ) | (9,305 | ) | (9,410 | ) | ||||||||
| Foreign currency translation adjustment | 33 | - | 33 | 33 | ||||||||||||
| (8,505 | ) | (767 | ) | (9,272 | ) | (9,377 | ) | |||||||||
| Weighted average number of share outstanding, basis | 16,127,380 | 146,238,905 | ||||||||||||||
| Weighted average number of share outstanding, diluted | 16,127,380 | 146,238,905 | ||||||||||||||
| Net loss per share, basis | (0.53 | ) | (0.06 | ) | ||||||||||||
| Net loss per share, diluted | (0.53 | ) | (0.06 | ) |
2
Solowin Holdings
Unaudited Pro Forma Condensed Combined Balance Sheet
As of March 31, 2025
(Dollars in thousands, except share and per share amounts)
| Solowin Holdings | AlloyX | Pro Forma Combined | Transaction Accounting Adjustments | Note | Pro Forma Combined | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Assets | |||||||||||||||
| Current assets: | |||||||||||||||
| Cash and cash equivalents | 3,838 | 4,434 | 8,272 | 8,272 | |||||||||||
| Short-term investment | - | 1,904 | 1,904 | 1,904 | |||||||||||
| Other receivables, net | - | 3 | 3 | 3 | |||||||||||
| Cash segregated for regulatory purpose | 5,019 | - | 5,019 | 5,019 | |||||||||||
| Receivable from: | |||||||||||||||
| Customers, net of allowance for expected credit losses of 500,000 and 516,000 as of March 31, 2025 | 146 | - | 146 | 146 | |||||||||||
| Customers - related parties, net of allowance for expected credit losses of 1,000 and 59,000 as of March 31, credit losses of 1,000 and 59,000 as of March 31, 2025 | 46 | - | 46 | 46 | |||||||||||
| Brokers-dealers and clearing organizations, net of allowance for expected credit losses of nil and 15,000 as of March 31, 2025 | 19 | - | 19 | 19 | |||||||||||
| Prepaid expenses and other current assets, net | 577 | - | 577 | 577 | |||||||||||
| Amount due from related parties | 12 | - | 12 | 12 | |||||||||||
| Total current assets | 9,657 | 6,341 | 15,998 | 15,998 | |||||||||||
| Non-current assets: | |||||||||||||||
| Long-term investments, net | 368 | - | 368 | 368 | |||||||||||
| Goodwill | - | - | - | 343,660 | B | 343,660 | |||||||||
| Property and equipment, net | 157 | 59 | 216 | 216 | |||||||||||
| Operating right-of-use assets, net | 671 | 1,372 | 2,043 | 2,043 | |||||||||||
| Intangible assets, net | 86 | - | 86 | 86 | |||||||||||
| Refundable deposits | 1,017 | - | 1,017 | 1,017 | |||||||||||
| Prepaid expenses, net | 352 | - | 352 | 352 | |||||||||||
| Total non-current assets | 2,651 | 1,431 | 4,082 | 347,742 | |||||||||||
| TOTAL ASSETS | 12,308 | 7,772 | 20,080 | 363,740 | |||||||||||
| Liabilities and shareholders’ equity | |||||||||||||||
| Current liabilities: | |||||||||||||||
| Others borrowings | 420 | - | 420 | 420 | |||||||||||
| Payables to customers | 5,022 | - | 5,022 | 5,022 | |||||||||||
| Accruals and other current liabilities | 524 | 26 | 550 | 105 | A | 655 | |||||||||
| Operating lease liabilities – current | 577 | 492 | 1,069 | 1,069 | |||||||||||
| Amount due to directors | 951 | - | 951 | 951 | |||||||||||
| Total current liabilities | 7,494 | 518 | 8,012 | 8,117 | |||||||||||
| Non-current liabilities: | |||||||||||||||
| Operating lease liabilities – non-current | 83 | 914 | 997 | 997 | |||||||||||
| Total non-current liabilities | 83 | 914 | 997 | 997 | |||||||||||
| TOTAL LIABILITIES | 7,577 | 1,432 | 9,009 | 9,114 | |||||||||||
| COMMITMENTS AND CONTINGENCIES | |||||||||||||||
| Shareholders’ equity | |||||||||||||||
| Class A ordinary shares | 1 | - | 1 | 11 | B | 12 | |||||||||
| Class B ordinary shares | 1 | - | 1 | 2 | B | 3 | |||||||||
| Ordinary shares | - | 50 | 50 | (50 | ) | B | - | ||||||||
| Ordinary shares to be issued | - | 5 | 5 | (5 | ) | B | - | ||||||||
| Additional paid-in capital | 19,219 | 7,100 | 26,319 | 342,886 | B | 369,205 | |||||||||
| Subscription receivable | - | (50 | ) | (50 | ) | 50 | B | - | |||||||
| Accumulated losses | (14,522 | ) | (767 | ) | (15,289 | ) | 663 | B | (14,626 | ) | |||||
| Accumulated other comprehensive income | 32 | 2 | 34 | (2 | ) | B | 32 | ||||||||
| Total shareholders’ equity | 4,731 | 6,340 | 11,071 | 354,626 | |||||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 12,308 | 7,772 | 20,080 | 363,740 |
All values are in US Dollars.
3
Solowin Holdings
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Note 1 - Accounting for the Acquisition
The Acquisition was accounted for as a business combination using the acquisition method with Solowin Holdings as the accounting acquirer in accordance with Accounting Standards Codification Topic 805 (“ASC 805”), Business Combinations. Under ASC 805, assets acquired and liabilities assumed in a business combination are to be recognized and measured at their estimated acquisition date fair value.
Under ASC 805, acquisition-related transaction costs (e.g., advisory, legal and other professional fees) are not included as a component of consideration transferred but are accounted for as expenses in the periods in which such costs are incurred.
Note 2 – Basis of Pro Forma Presentation
The unaudited pro forma condensed combined balance sheet gives effect to the AlloyX Acquisition as if it had occurred on March 31, 2025. The unaudited pro forma condensed combined statements of comprehensive loss for the year ended March 31, 2025 give effect to the Acquisition as if the Acquisition had occurred on April 1, 2024.
These unaudited pro forma combined financial statements are presented for illustrative purposes only. The pro forma adjustments are based upon available information and assumptions described below. The unaudited pro forma combined financial statements are not necessarily indicative of what the actual results of operations or financial position of Solowin Holdings would have been if the Acquisition had in fact occurred on the dates or for the periods indicated, nor does it purport to project the results of operations or financial position of Solowin Holdings for any future periods or as of any date. The unaudited pro forma combined financial statement does not give effect to any cost savings, operating synergies, and revenue enhancements expected to result from the transactions or the costs to achieve these cost savings, operating synergies, and revenue enhancements.
As the accounting acquirer, Solowin Holdings has recorded the assets acquired and liabilities assumed of AlloyX at their estimated fair values as of the acquisition date. The excess of the purchase consideration over the fair value of net assets acquired, if any, is recorded as goodwill.
The Exchangeable Shares issued in connection with the AlloyX acquisition are classified as derivative liabilities under ASC 815 – Derivatives and Hedging, and will be measured at fair value with changes recognized in earnings each reporting period. The pro forma financial information included in this Current Report reflects this accounting treatment.
The unaudited pro forma combined financial information was prepared using the acquisition method of accounting and is based on the historical financial statements of Solowin Holdings and AlloyX. The acquisition method of accounting is based on Accounting Standards Codification (“ASC”) 805, Business Combinations, with the Company as the accounting acquirer, and uses the fair value concepts defined in ASC 820, Fair Value Measurement.
ASC 805 requires, among other things, that the assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. In addition, ASC 805 requires that the consideration transferred be measured at the date the Acquisition is completed.
ASC 820 defines the term “fair value,” sets forth the valuation requirements for any asset or liability measured at fair value, expands related disclosure requirements and specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measures. Fair value is defined in ASC 820 as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” This is an exit price concept for the valuation of the asset or liability. In addition, market participants are assumed to be buyers and sellers in the principal (or the most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a result of these standards, Solowin Holdings may be required to record the fair value of assets which are not intended to be used or sold and/or to value assets at fair value measures that do not reflect Solowin Holdings’s intended use of those assets. Many of these fair value measurements can be highly subjective, and it is possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts.
4
Under the acquisition method of accounting, the assets acquired and liabilities assumed are recorded, as of the completion of the Acquisition, primarily at their respective fair values, with the excess of the purchase consideration over the fair value of AlloyX’s net assets, allocated to goodwill, if any, and added to those of Solowin Holdings. Financial statements and reported results of operations of Solowin Holdings issued after completion of the Acquisition will reflect these values and will not be retroactively restated to reflect the historical financial position or results of operations of AlloyX. The pro forma allocation of purchase consideration and the related fair value of the purchase consideration presented in the unaudited pro forma combined financial information is preliminary and subject to change. The final purchase price allocation will be determined during the measurement period and may differ materially from the amounts reflected in the pro forma information. In accordance with ASC 805, the final allocation will be completed as soon as practicable, but no later than one year after the Closing Date.
Under ASC 805, acquisition-related transaction costs (e.g., advisory, legal and other professional fees) are not included as a component of consideration transferred but are accounted for as expenses in the periods in which such costs are incurred.
The unaudited pro forma combined financial statements do not include any adjustments to the realization of any costs (or cost savings) from operating efficiencies, synergies, or other restructuring activities that might result from the AlloyX Acquisition. The pro forma adjustments represent management’s best estimates and are based upon currently available information and certain assumptions that the Company believes are reasonable under the circumstances.
The unaudited pro forma combined financial information is presented for informational purposes only and does not necessarily indicate the financial results of the combined company had the companies been combined at the beginning of the period presented, nor does it necessarily indicate the results of operations in future periods or the future financial position of the combined company.
These unaudited pro forma combined financial statements are presented based on accounting principles generally accepted in the United States of America (“U.S. GAAP”). The historical financial statements of Solowin Holdings and AlloyX were prepared in accordance with U.S. GAAP; the historical financial statements.
Note 3 – Accounting Policies and Reclassifications
Upon consummation of the AlloyX Acquisition, the Company performed a comprehensive review of the two entities’ accounting policies. Based on its analysis, the Company did not identify any differences that would have a material impact on the unaudited pro forma combined financial information. As a result, the unaudited pro forma combined financial information does not assume any differences in accounting policies.
Note 4 – Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Financial Statements
The transaction accounting adjustments included in the unaudited pro forma condensed combined balance sheet as of March 31, 2025 and the unaudited condensed combined pro forma statements of operations for year ended March 31, 2025 are as follows:
| (A) | Transaction cost for the acquisition |
|---|
It represents acquisition-related transaction costs (e.g., advisory, legal and other professional fees) are accounted for as expenses in the periods in which such costs are incurred.
| (B) | Transaction and Estimated Purchase Consideration |
|---|
Under the Merger Agreement, the preliminary fair value of consideration transferred totals US$350.0 million in 130,111,525 exchangeable shares which consist of 106,779,926 shares from Class A and 23,331,599 shares from Class B.
The Exchangeable Shares are exchangeable for Solowin Holdings’s common stock on a 1 to 2.08 basis, and are subject to an adjustment if at any time within 24 months commencing from the Completion Date, the post-completion enterprise valuation of the Company Group equals or exceeds US$600,000,000 or US$1,000,000,000, the Seller shall be entitled to an aggregate earn-out payment additional US$5,000,000 and US$10,000,000 payable in the manner set forth in Clause 6.3, respectively., the Exchangeable Shares are structured to mirror the economic and voting rights of Solowin Holdings’s common stock. This ensures shareholders receive equivalent rights in distributions and corporate actions. The Exchangeable Shares ultimately are not a Level 1 input since there is no active market for the Exchangeable Shares. While the Exchangeable Shares convert into Solowin Holdings common shares, the extent to which the shares convert is contingent on receiving shareholder approval. As a result, a fundamentals-based valuation analysis of AlloyX was performed to estimate the preliminary purchase price consideration.
5
The Exchangeable Shares issued by the Company in connection with the Share Exchange are classified as additional paid-in capital under U.S. GAAP. The Exchangeable Shares are exchangeable into Solowin Holdings common stock and include economic rights that are substantially similar to Solowin Holdings’s common stock, including rights to dividends, liquidation preferences, and voting
Accordingly, the Exchangeable Shares are initially recognized as additional paid-in capital at fair value, measured at US$350.0 million as of the acquisition date.
| Issuance share to acquire AlloyX | (In Thousands) |
|---|---|
| Class A ordinary share ($0.0001 par value per share, 106,779,926 shares issued as purchase price) | 11 |
| Class B ordinary share ($0.0001 par value per share, 23,331,599 shares issued as purchase price) | 2 |
| Additional paid-in capital | 349,987 |
| Consideration for acquisition | 350,000 |
All values are in US Dollars.
The Company recorded all of its tangible and intangible assets and its liabilities at their preliminary estimated fair values on the acquisition date. The total estimated purchase consideration was $350.0 million. The following represents the allocation of the estimated purchase consideration as if the transaction had occurred on March 31, 2025:
| Preliminary Amount Recognized as of the Acquisition Date | (In Thousands) |
|---|---|
| Cash and cash equivalents | 4,434 |
| Short-term investment | 1,904 |
| Other receivables, net | 3 |
| Property and equipment, net | 59 |
| Right of use assets, operating leases | 1,372 |
| Goodwill | 343,660 |
| Total assets acquired | 351,432 |
| Accrued and other current liabilities | 26 |
| Operating lease liability, current | 492 |
| Operating lease liability, non-current | 914 |
| Total liabilities acquired | 1,432 |
| Net assets acquired | 350,000 |
All values are in US Dollars.
The Acquisition was recorded as a business combination on a preliminary valuation of assets acquired and liabilities assumed at their acquisition date fair values using unobservable inputs that are supported by little or no market activity and are significant to their fair value of the assets and liabilities (“Level 3” inputs). We expect to complete our purchase price allocation, as well as our fair value estimate of the purchase price consideration as soon as reasonably possible, not to exceed one year from the acquisition date. Adjustments to the preliminary purchase price allocation could be material. Goodwill and intangible assets represent the excess of the purchase price consideration over the preliminary valuation of the net assets acquired.
6