SCHEDULE 13D 0002011871 XXXXXXXX LIVE Class A Ordinary Shares, $0.0001 par value 09/03/2025 true 0001959224 G82759104 SOLOWIN HOLDINGS

Room 1910-1912A, Tower 3,China Hong Kong 33 Canton Road, Tsim Sha Tsui Kowloon K3 00000

Ling Ngai Lok (852) 3428-3893 Room 1910-1912A, Tower 3,China Hong Kong 33 Canton Road, Tsim Sha Tsui Kowloon K3 00000 0002011871 N Gemini Asia Holdings Limited OO N D8 4080000.00 0.00 4080000.00 0.00 4080000.00 N 2.55 CO The shares reported in Row 7, Row 9, and Row 11 represent 4,080,000 Class B ordinary shares. The percentage reported in Row 13 is calculated based on a total of 155,825,986 Class A ordinary shares and 31,371,599 Class B ordinary shares issued and outstanding of the Issuer as of September 3, 2025. Class B ordinary shares are convertible into Class A ordinary shares on a 1:1 basis at any time at the holder's option. Y VAST SPACE LIMITED OO N D8 46663197.00 0.00 46663197.00 0.00 46663197.00 N 26.05 CO The shares reported in Row 7, Row 9, and Row 11 represent 23,331,598 Class A ordinary shares and 23,331,599 Class B ordinary shares. The percentage reported in Row 13 is calculated based on a total of 155,825,986 Class A ordinary shares and 31,371,599 Class B ordinary shares issued and outstanding of the Issuer as of September 3, 2025. Class B ordinary shares are convertible into Class A ordinary shares on a 1:1 basis at any time at the holder's option. Y WELL INSIGHT LIMITED OO N D8 23331599.00 0.00 23331599.00 0.00 23331599.00 N 14.97 CO The shares reported in Row 7, Row 9, and Row 11 represent 23,331,599 Class A ordinary shares. The percentage reported in Row 13 is calculated based on a total of 155,825,986 Class A ordinary shares issued and outstanding of the Issuer as of September 3, 2025. Y Ling Ngai Lok OO N K3 50743197.00 23331599.00 50743197.00 23331599.00 74074796.00 N 40.43 IN The shares reported in Row 11 represent 46,663,197 Class A ordinary shares and 27,411,599 Class B ordinary shares. The percentage reported in Row 13 is calculated based on a total of 155,825,986 Class A ordinary shares and 31,371,599 Class B ordinary shares issued and outstanding of the Issuer as of September 3, 2025. Class B ordinary shares are convertible into Class A ordinary shares on a 1:1 basis at any time at the holder's option. Class A Ordinary Shares, $0.0001 par value SOLOWIN HOLDINGS Room 1910-1912A, Tower 3,China Hong Kong 33 Canton Road, Tsim Sha Tsui Kowloon K3 00000 This Schedule 13D is being jointly filed by: (i) Gemini Asia Holdings Limited; (ii) VAST SPACE LIMITED; (iii) WELL INSIGHT LIMITED; and (iv) Ling Ngai Lok (together, the "Reporting Persons"). Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The address of the business office of each of the Reporting Persons is Room 1910-1912A, Tower 3, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong. The principal business of: (i) Gemini Asia Holdings Limited, is investment holding; (ii) VAST SPACE LIMITED, is investment holding; (iii) WELL INSIGHT LIMITED, is investment holding; and (iv) Ling Ngai Lok, an individual, is the chairman and chief executive officer of the Issuer. The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). The Reporting Persons have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Gemini Asia Holdings Limited is a company incorporated in the British Virgin Islands. VAST SPACE LIMITED is a company incorporated in the British Virgin Islands. WELL INSIGHT LIMITED is a company incorporated in the British Virgin Islands. Ling Ngai Lok is a citizen of Hong Kong Special Administrative Region of the People's Republic of China. The Reporting Persons have executed a Joint Filing Agreement, dated September 11, 2025, with respect to the joint filing of this Schedule 13D, and any amendment or amendments hereto, a copy of which is attached hereto as Exhibit 99.1. On August 11, 2025, the Issuer entered into a Share Purchase Agreement with AlloyX Limited ("AlloyX") and its shareholders (the "Sellers"), pursuant to which the Company purchased from the Sellers 100% of the issued and outstanding shares of AlloyX. As consideration, the Issuer paid (i) VAST SPACE LIMITED, one of the Sellers and controlled and owned by Ling Ngai Lok ("Mr. Lok"), 23,331,598 Class A ordinary shares and 23,331,599 Class B ordinary shares of the Issuer; and (ii) WELL INSIGHT LIMITED, one of the Sellers where Mr. Lok is a director, 23,331,599 Class A ordinary shares of the Issuer. The securities held by the Reporting Persons were acquired in connection with the transaction described in Item 3 above, except for those previously reported on the Schedule 13G filed by Gemini Asia Holdings Limited and Ling Ngai Lok on February 13, 2024. The Reporting Persons have made no proposals, and have entered into no agreements, which would be related to or would result in any of the events or matters described in part (a) through (j) of Item 4 of Schedule 13D. See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares and percentages of the shares beneficially owned by each of the Reporting Persons. See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. Other than the transactions discussed in Item 3 hereof, the contents of which are incorporated herein by reference, the Reporting Persons did not effect any transactions in the Issuer's securities within the past 60 days. Other than the Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Reporting Persons' securities. Not applicable. Other than the Joint Filing Agreement attached as Exhibit 99.1 hereto, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any other securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. Exhibit 99.1 Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Act Gemini Asia Holdings Limited /s/ Ling Ngai Lok 09/11/2025 VAST SPACE LIMITED /s/ Ling Ngai Lok 09/11/2025 WELL INSIGHT LIMITED /s/ Ling Ngai Lok 09/11/2025 Ling Ngai Lok /s/ Ling Ngai Lok 09/11/2025