Top KingWin Ltd Announces 1-For-25 Reverse Share Split

Rhea-AI Summary

Top KingWin Ltd (Nasdaq: WAI) has announced a 1-for-25 reverse share split of its class A ordinary shares, effective May 5, 2025. The reverse split will reduce the company's outstanding shares from approximately 180 million to 7.2 million. Following the split, shares will continue trading under the symbol "WAI" with a new CUSIP number G8923U111 and adjusted par value of $0.0025 per share.

The primary purpose of this corporate action is to regain compliance with Nasdaq's minimum bid price requirement of $1.00 per share. The split will also affect shares issuable under outstanding derivative securities and equity incentive plans, with proportionate adjustments to exercise prices. VStock Transfer, LLC will serve as the exchange agent, with no action required from shareholders holding shares in book-entry form or brokerage accounts.

Positive

• Potential compliance with Nasdaq's minimum bid price requirement of $1.00
• No action required from most shareholders as the process is handled automatically
• Higher stock price could attract institutional investors and improve market perception

Negative

• Significant reduction in total outstanding shares from 180M to 7.2M indicates severe price deterioration
• Reverse splits are often viewed negatively by the market as a sign of company distress
• Risk of continued non-compliance with Nasdaq listing requirements if share price doesn't stabilize

Guangzhou, China, May 01, 2025 (GLOBE NEWSWIRE) -- Top KingWin Ltd (“Top KingWin” or the “Company”) (Nasdaq: WAI) today announced that it will effect a reverse share split of its outstanding class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), at a ratio of 1-for-25, to be effective at the open of business on Monday, May 5, 2025. 

Our Ordinary Shares will begin trading on a reverse share split-adjusted basis at the opening of The Nasdaq Capital Market (“Nasdaq”) on or around Monday, May 5, 2025. Following the reverse share split, the Ordinary Shares will have a new par value of $0.0025 per share and will continue to trade on Nasdaq under the symbol “WAI” with the new CUSIP number, G8923U111. The reverse share split is intended for the Company to regain compliance with the minimum bid price requirement of $1.00 per Ordinary Share for continued listing on Nasdaq.

No fractional shares will be issued in connection with the reverse share split and all such fractional interests will be rounded up to the nearest whole number of Ordinary Shares. In addition, the reverse share split will apply to the Ordinary Shares issuable upon the exercise of the Company’s outstanding derivative securities, with proportionate adjustments to be made to the exercise prices and number of derivates thereof and under the Company’s equity incentive plans.

The reverse share split will reduce the number of issued and outstanding shares of the Company’s Ordinary Shares from approximately 180 million to approximately 7.2 million.

On April 22, 2025, the shareholders of the Company approved the reverse share split of the Ordinary Shares, at a ratio of 1-for-25.

VStock Transfer, LLC is acting as the exchange agent and paying agent for the reverse share split. Shareholders holding their shares in book-entry form or in brokerage accounts need not take any action in connection with the reverse share split.

VStock Transfer, LLC will provide instructions to any shareholders with certificates regarding the process in connection with the exchange of pre-reverse share split share certificates for ownership in book-entry form or share certificates on a post-reverse share split basis. Shareholders are encouraged to contact their bank, broker or custodian with any procedural questions.

About Top KingWin Ltd

Top KingWin’s main clients are entrepreneurs and executives in small and medium-sized enterprises in China. Services provided by Top KingWin to its clients including (i) corporate business training services, which mainly focus on providing training services of advanced knowledge and new perspectives on the capital markets, (ii) corporate consulting services, which mainly focus on providing a combination of customized corporate consulting services to fulfill client's unique financial needs, (iii) advisory and transaction services, which mainly focus on connecting entrepreneurs and businesses with diversified sources of capital, and (iv) sales of devices to support artificial intelligence data collection and analysis. Its mission is to provide comprehensive services to address clients' needs throughout all phases of their development and growth.

Forward-Looking Statements

This press release contains forward-looking statements. All statements other than statements of historical fact in this press release are forward-looking statements, including but not limited to, the use of proceeds from the Company's offering, the intent, belief or current expectations of Top KingWin and members of its management, as well as the assumptions on which such statements are based. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company's registration statement and in its other filings with the SEC.

For more information, please contact:

Bonnie

Email: IR@tcjhgw.cn

FAQ

What is the reverse stock split ratio for Top KingWin (WAI) and when is it effective?

Top KingWin (WAI) will implement a 1-for-25 reverse stock split effective May 5, 2025, reducing shares from 180 million to approximately 7.2 million.

Why is Top KingWin (WAI) conducting a reverse stock split?

The reverse split is being conducted to regain compliance with Nasdaq's minimum bid price requirement of $1.00 per share for continued listing.

What happens to fractional shares in WAI's reverse stock split?

No fractional shares will be issued in the reverse split - all fractional interests will be rounded up to the nearest whole number of ordinary shares.

Do WAI shareholders need to take any action for the reverse split?

Shareholders holding shares in book-entry form or brokerage accounts need not take any action. Those with certificates will receive instructions from VStock Transfer, LLC.

What is WAI's new CUSIP number after the reverse split?

Following the reverse split, Top KingWin's new CUSIP number will be G8923U111.