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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2025
TOP KINGWIN LTD
(Exact name of registrant as specified in its charter)
Room 1304, Building No. 25, Tian’an Headquarters Center, No. 555
North Panyu Avenue, Donghuan Street
Panyu District, Guangzhou, Guangdong Province, PRC
(Address of Principal Executive Office)
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 ☐
Closing of a Convertible Note Offering
As previously disclosed in the Form 6-K filed on February 19, 2025, Top KingWin Ltd. (the “Company”) entered into a certain securities purchase agreement (the “SPA”) with a certain accredited investors (the “Purchaser”), pursuant to which the Company agreed to issue to the Purchaser a new series of convertible notes in the original principal amount up to $1,000,000 (the “Note”), which Note shall be convertible into class A ordinary shares of the Company, par value of $0.0001 per share (the “Ordinary Shares”), in accordance with the terms of the Note, for $900,000 in gross proceeds (the “Offering”)
Upon satisfying all closing conditions, the Offering was consummated on February 19, 2025. The Company issued the Note in the original principal amount of $1,000,000 to the Purchaser. The forms of the SPA, the Note and the leak out agreement are furnished as Exhibits 99.1, 99.2 and 99.3, respectively, to the Form 6-K dated February 19, 2025.
The gross aggregate proceeds to the Company from this Offering are approximately $900,000, before deducting any fees or expenses. The Company plans to use the net proceeds for working capital and general corporate purposes. Our management, however, will have significant flexibility and discretion to apply the net proceeds of this Offering.
A copy of the legal opinion issued by the Company’s Cayman Islands counsel, Ogier, is attached hereto as Exhibit 5.1.
| Exhibit No. | Description | |
| 5.1 | Legal Opinion of Ogier |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Top KingWin Ltd. | ||
| Date: February 25, 2025 | By: | /s/ Ruilin Xu |
| Name: | Ruilin Xu | |
| Title: | Chief Executive Officer | |
2
Exhibit 5.1
| Top KingWin Ltd | D +852 3656 6054 | |
| E nathan.powell@ogier.com | ||
| Reference: NMP/CLE/508141.00002 |
20 February 2025
Dear Sirs
Top KingWin Ltd (the Company)
We have acted as Cayman Islands counsel to the Company in connection with the Company’s registration statement on Form F-3 (File No. 333-283030), including all amendments or supplements (including any prospectus supplement) thereto (the Registration Statement), as filed with the United States Securities and Exchange Commission under the United States Securities Act 1933, as amended. The Registration Statement relates to the purchase and sale of a new series of convertible notes (the Notes) in the aggregate original principal amount up to US$29,500,000 in eight separate tranches (the Offering) to an affiliate of ATW Partners Opportunities Management, LLC (the Purchaser) pursuant to a securities purchase agreement dated 18 February 2025 entered into between the Company and JAK OPPORTUNITIES VIII LLC (the SPA). Pursuant to the terms of the SPA, the Company and the Purchaser have elected to consummate an initial closing of the Offering, pursuant to which the Company shall issue a convertible note to the Purchaser in the aggregate principal amount of US$1,000,000 (the Initial Note), which shall be convertible into class A ordinary shares with par value of US$0.0001 per share of the Company (the Class A Ordinary Shares or the Shares) upon issuance or conversion in accordance with the Initial Note. The Class A Ordinary Shares underlying the Initial Note are referred to hereinafter as the Conversion Shares and together with the Initial Note, the Securities.
Unless a contrary intention appears, all capitalised terms used in this opinion have the respective meanings set forth in the Documents (as defined below). A reference to a Schedule is a reference to a schedule to this opinion and the headings herein are for convenience only and do not affect the construction of this opinion.
| 1 | Documents examined |
For the purposes of giving this opinion, we have examined originals, copies, or drafts of the following documents (the Documents):
| (a) | the certificate of incorporation of the Company dated 16 February 2022 issued by the Registrar of Companies of the Cayman Islands (the Registrar); |
| (b) | the amended and restated memorandum and articles of association of the Company adopted by special resolutions dated 23 July 2022 (respectively, the Memorandum and the Articles); |
|
Ogier Providing advice on British Virgin Islands,
Floor 11 Central Tower 28 Queen’s Road Central Central Hong Kong
T +852 3656 6000 F +852 3656 6001 ogier.com |
Partners Nicholas Plowman Nathan Powell Anthony Oakes Oliver Payne Kate Hodson David Nelson Justin Davis Joanne Collett Dennis Li |
Cecilia Li** Rachel Huang** Yuki Yan** Florence Chan*‡ Richard Bennett**‡ James Bergstrom‡ Marcus Leese‡
|
* admitted in New Zealand ** admitted in England and Wales ‡ not ordinarily resident in Hong Kong |
Page 2 of 4
| (c) | a certificate of good standing of the Company dated 19 February 2025 (the Good Standing Certificate) issued by the Registrar in respect of the Company; |
| (d) | the register of directors of the Company (the Register of Directors); |
| (e) | the written resolutions of all the directors of the Company dated 19 February 2025 approving, among other things, the Company’s filing of the Registration Statement, the issuance of the Initial Note and the underlying Conversion Shares (the Board Resolutions); |
| (f) | a certificate from a director of the Company dated 20 February 2025 as to certain matters of fact (the Director’s Certificate); and |
| (g) | the Registration Statement. |
| 2 | Assumptions |
In giving this opinion we have relied upon the assumptions set forth in this paragraph 2 without having carried out any independent investigation or verification in respect of those assumptions:
| (a) | all original documents examined by us are authentic and complete; |
| (b) | all copy documents examined by us (whether in facsimile, electronic or other form) conform to the originals and those originals are authentic and complete; |
| (c) | all signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine; |
| (d) | each of the Good Standing Certificate, the Register of Directors and the Director’s Certificate is accurate, complete and up-to-date (as the case may be) as at the date of this opinion; |
| (e) | the Memorandum and Articles provided to us are in full force and effect and have not been amended, varied, supplemented or revoked in any respect; |
| (f) | the Board Resolutions remain in full force and effect, and have not been amended, revoked or rescinded in any way; |
| (g) | each of the directors of the Company has acted in good faith with a view to the best interests of the Company and has exercised the standard of care, diligence and skill that is required of him or her in approving the Offering and no director has a financial interest in or other relationship to a party of the transactions contemplated by the Documents which has not been properly disclosed in the Board Resolutions; |
| (h) | neither the directors and shareholders of the Company have taken any steps to wind up the Company or to appoint a liquidator of the Company and no receiver has been appointed over any of the Company’s property or assets; |
| (i) | the Company shall have sufficient number of unissued shares in its authorised share capital at the time of issuance of the Conversion Shares (the Offering Shares) pursuant to the Registration Statement in order for it to issue the Offering Shares without needing to first increase its authorised share capital; |
| (j) | the consideration payable for each Offering Share shall be no less than the par value of US$0.0001 each; |
| (k) | there is sufficient number of unissued Class A Ordinary Shares in its authorised share capital at the time of issuance of the Conversion Shares upon the conversion of the Notes and the consideration payable for each Conversion Share shall be no less than the par value US$0.0001 each; and |
| (l) | there is nothing under any law (other than the laws of the Cayman Islands), that would or might affect the opinions herein. |
Page 3 of 4
| 3 | Opinions |
On the basis of the examination of the Documents and assumptions referred to above and subject to the limitations and qualifications set forth in paragraph 4 below, we are of the opinion that:
Corporate status
| (a) | The Company has been duly incorporated as an exempted company in the Cayman Islands and is validly existing and in good standing with the Registrar. |
Authorised Shares
| (b) | Based solely on the Memorandum, the authorised share capital of the Company is US$50,000 divided into (i) 300,000,000 class A ordinary shares of a par value of US$0.0001 each (the Class A Ordinary Shares) and (ii) 200,000,000 class B ordinary shares of a par value of US$0.0001 each. |
Valid Issuance of Notes and Conversion Shares
| (c) | Assuming that payment of the consideration set forth in the SPA has been made in full and no requirement to pay additional consideration is contained in any other document and subject to the satisfaction of any conditions or requirements set forth in the SPA or the Board Resolutions, the Initial Note will be duly authorised and validly issued and will constitute legal, valid and binding obligations of the Company. |
| (d) | The Conversion Shares to be offered and issued by the Company upon conversion of the Initial Note as contemplated by the Registration Statement and the SPA have been duly authorised for issuance. Assuming that payment of the consideration set forth in the SPA has been made in full and no requirement to pay additional consideration is contained in any other document and subject to the satisfaction of any conditions or requirements set forth in the SPA, the Memorandum and Articles and the Board Resolutions, the Conversion Shares, when issued and allotted by the Company upon conversion of the Initial Note in accordance with the terms of the SPA, the Memorandum and Articles and the Board Resolutions, will be validly issued as fully paid and non-assessable under Cayman Islands law. Upon entry in the register of members of the Company, the holders of the Conversion Shares will be the registered holders of such number of Class A Ordinary Shares as noted against their names on such register of members: |
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| 4 | Limitations and Qualifications |
| 4.1 | We offer no opinion: |
| (a) | as to any laws other than the laws of the Cayman Islands, and we have not, for the purposes of this opinion, made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references in the Documents to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman Islands; or |
| (b) | except to the extent that this opinion expressly provides otherwise, as to the commercial terms of, or the validity, enforceability or effect of the Form S-8, the accuracy of representations, the fulfilment of warranties or conditions, the occurrence of events of default or terminating events or the existence of any conflicts or inconsistencies among the Form S-8 and any other agreements into which the Company may have entered or any other documents. |
| 4.2 | Under the Companies Act (Revised) (Companies Act) of the Cayman Islands annual returns in respect of the Company must be filed with the Registrar of Companies in the Cayman Islands, together with payment of annual filing fees. A failure to file annual returns and pay annual filing fees may result in the Company being struck off the Register of Companies, following which its assets will vest in the Financial Secretary of the Cayman Islands and will be subject to disposition or retention for the benefit of the public of the Cayman Islands. |
| 4.3 | In good standing means only that as of the date of the Good Standing Certificate the Company is up-to-date with the filing of its annual returns and payment of annual fees with the Registrar of Companies. We have made no enquiries into the Company’s good standing with respect to any filings or payment of fees, or both, that it may be required to make under the laws of the Cayman Islands other than the Companies Act. |
| 5 | Governing law of this opinion |
| 5.1 | This opinion is: |
| (a) | governed by, and shall be construed in accordance with, the laws of the Cayman Islands; |
| (b) | limited to the matters expressly stated in it; and |
| (c) | confined to, and given on the basis of, the laws and practice in the Cayman Islands at the date of this opinion. |
| 5.2 | Unless otherwise indicated, a reference to any specific Cayman Islands legislation is a reference to that legislation as amended to, and as in force at, the date of this opinion. |
| 6 | Reliance |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the headings “Enforceability of Civil Liabilities”; and “Legal Matters” of the Registration Statement.
This opinion may be used only in connection with the offer and sale of the Notes while the Registration Statement is effective.
Yours faithfully
| /s/Ogier | |
| Ogier |