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 August 2026
TOP KINGWIN LTD
(Exact name of registrant as specified in its charter)
32F, Block B, Zhongzhou Holding Financial Center,
Intersection of Houhai Avenue and Haide 1st
Road,
Nanshan District, Shenzhen, Guangdong Province, PRC
Zip: 518064
(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 ☐
EXPLANATORY NOTE
The Company is furnishing this Form 6-K to provide
six-month interim financial statements and incorporate such financial statements into the Company’s registration statements referenced
below.
This Form 6-K is hereby incorporated by reference
into the registration statements of the Company on Form S-8 (File No. 333-297517) filed on July 17, 2026 and on Form F-3,
as amended (File No. 333-283030), initially filed on November 6, 2024, to the extent not superseded by documents or reports subsequently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.
Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Unaudited Interim Consolidated Financial Statements as of June 30, 2026 and for the Six Months Ended June 30, 2026 and 2025 |
| 99.2 |
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
| 101.INS* |
|
Inline XBRL Instance Document |
| 101.SCH* |
|
Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL* |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF* |
|
Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.LAB* |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 101.PRE* |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 104* |
|
Cover Page Interactive Data File formatted as Inline XBRL and contained in Exhibit 101 |
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: August 19, 2026 |
By: |
/s/ Ruilin Xu |
| |
|
Ruilin Xu |
| |
|
Chief Executive Officer |
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
and Outlook
Top KingWin Ltd (the “Company” or
“we”) is a holding company incorporated under the laws of the Cayman Islands with no standalone material operations. We conduct
substantially all our business through wholly-owned subsidiaries located in Mainland China, Hong Kong and the United States. During the
six months ended June 30, 2026, the Company implemented a strategic business restructuring: we divested all assets and liabilities related
to corporate consulting, training and transaction advisory businesses effective June 30, 2026, and classified such segment as discontinued
operations. Our core ongoing business now focuses on sales of AI data collection and analysis servers, as well as newly launched intelligent
robot sales in the U.S. market.
Our
Products and Revenue Recognition Policy
Business Line Classification
The Company’s continuing operations include
sales of AI data collection and analysis servers (our primary revenue stream) and newly launched intelligent robot sales commenced in
the first half of 2026. All corporate training, fundraising consulting and transaction advisory service businesses were disposed on June
18, 2026 and are presented as discontinued operations.
Revenue Recognition Policy
Revenue is recognized at a point in time when
control of hardware products transfers to customers, with no over-time performance obligations under our hardware sales contracts. Our
sales agreements contain no product return clauses.
Revenue Breakdown – Six Months Ended
June 30
| | |
For the Six Months Ended June 30, | |
| | |
2026 | | |
2025 | |
| Service Category | |
$ | | |
% of
revenues | | |
$ | | |
% of
revenues | |
| Revenues from sales of devices to support AI data collection and analysis | |
| 3,944,788 | | |
| 65 | % | |
| 2,789,575 | | |
| 82 | % |
| Revenue from sales of robots | |
| 1,920,000 | | |
| 31 | % | |
| - | | |
| - | |
| Total revenues from continuing operations | |
| 5,864,788 | | |
| 96 | % | |
| 2,789,575 | | |
| 82 | % |
| Total revenues from discontinued operations | |
| 221,735 | | |
| 4 | % | |
| 627,443 | | |
| 18 | % |
| Total revenues | |
| 6,086,523 | | |
| 100 | % | |
| 3,417,018 | | |
| 100 | % |
Analysis
of Operating Results for the Six Months Ended June 30, 2026 vs. 2025
Gross Profit & Cost of Revenue
The following table shows different categories
of services we provided for the month ended June 30, 2026 in USD, including continuing and discontinued operations:
| Service category | |
Sales of
devices to
support AI
data
collection
and
analysis | | |
Sales of
robots | | |
Discontinued
operations | | |
Total | |
| Revenue | |
| 3,944,788 | | |
| 1,920,000 | | |
| 221,735 | | |
| 6,086,523 | |
| % of revenue | |
| 65 | % | |
| 31 | % | |
| 4 | % | |
| 100 | % |
| Cost of revenue | |
| 3,934,850 | | |
| 1,520,000 | | |
| 797 | | |
| 5,455,647 | |
| % of cost | |
| 72 | % | |
| 28 | % | |
| 0 | % | |
| 100 | % |
| Gross profit | |
| 9,938 | | |
| 400,000 | | |
| 220,938 | | |
| 630,876 | |
| Gross margin | |
| 0.25 | % | |
| 21 | % | |
| 100 | % | |
| 10 | % |
The following table shows different categories
of services we provided for the month ended June 30, 2025 in USD, including continuing and discontinued operations:
| Service category | |
Sales of
devices to
support AI
data
collection
and
analysis | | |
Sales of
robots | | |
Discontinued
operations | | |
Total | |
| Revenue | |
| 2,789,575 | | |
| - | | |
| 627,443 | | |
| 3,417,018 | |
| % of revenue | |
| 82 | % | |
| - | % | |
| 18 | % | |
| 100 | % |
| Cost of revenue | |
| 2,771,953 | | |
| - | | |
| 255,147 | | |
| 3,027,100 | |
| % of cost | |
| 92 | % | |
| - | % | |
| 8 | % | |
| 100 | % |
| Gross profit | |
| 17,622 | | |
| - | | |
| 372,296 | | |
| 389,918 | |
| Gross margin | |
| 1 | % | |
| - | % | |
| 59 | % | |
| 11 | % |
We generated gross profit of $630,876 and $389,918,
representing overall gross margins of 10% and 11% for the six months ended June 30, 2026 and 2025, respectively. The overall gross profit
margin decreased by 1%. This change was primarily attributable to the discontinuation of high-margin corporate training and transaction
advisory businesses effective June 30, 2026. The negative impact from exiting such high-margin service segment partially offset the margin
improvement brought by newly added intelligent robot sales.
Operating Expenses
The following table sets forth the breakdown of
our operating expenses for the six months ended June 30, 2026 and 2025:
| | |
For the Six Months Ended June 30, | | |
Change | |
| | |
2026 | | |
% | | |
2025 | | |
% | | |
Amount | | |
% | |
| Selling expenses | |
$ | 57,274 | | |
| 0.3 | % | |
$ | 240,707 | | |
| 7.7 | % | |
$ | (183,433 | ) | |
| (76.2 | )% |
General and administrative
expenses | |
| 21,637,407 | | |
| 100.1 | % | |
| 2,246,866 | | |
| 72.0 | % | |
| 19,390,541 | | |
| 863.0 | % |
Total operating expenses from
continuing operations | |
| 21,694,681 | | |
| 100.4 | % | |
| 2,487,573 | | |
| 79.7 | % | |
| 19,207,108 | | |
| 772.1 | % |
Total operating expenses from
discontinued operations | |
| (77,104 | ) | |
| (0.4 | )% | |
| 631,747 | | |
| 20.3 | % | |
| (708,851 | ) | |
| (112.2 | )% |
| Total operating expenses | |
$ | 21,617,577 | | |
| 100.0 | % | |
$ | 3,119,320 | | |
| 100.0 | % | |
$ | 18,498,257 | | |
| 593.0 | % |
Selling Expenses
Our selling expenses decreased by $183,433 or
76.2%, $ 240,707 for the six months ended June 30, 2025 to $57,274 for the six months ended June 30, 2026. During this period,
we have decreased our sales team’s salaries for this period.
General and Administrative Expenses
General and administrative expenses were $21,637,407,
representing an increase of 863% compared to $2,246,866 in the first half of 2025.
The surge in general and administrative expenses
was primarily driven by an additional allowance of $19,580,249 recorded for the impairment of prepayments to suppliers.
In September 2024, the Company made prepayments
totaling approximately CNY268.73 million to multiple suppliers for AI server procurement.
From July 2025 through December 2025, we repeatedly
urged suppliers to deliver contracted servers, but suppliers consistently refused delivery and unilaterally proposed raising server unit
prices to more than five times the original contract price.
In April 2026, the Company formally notified all
relevant suppliers of contract termination and demanded full refunds of the prepayments. As of June 30, 2026, we received no response
from those suppliers.
As of December 31, 2025, the Company recognized
a 50% impairment allowance of $18,694,608.63 for these prepayments. As of June 30, 2026, based on prudent accounting judgments
in accordance with U.S. GAAP, the Company recorded an additional allowance for credit losses against the remaining 50% carrying value,
resulting in a full 100% allowance for these four supplier prepayments. The incremental credit loss expense recognized in the six months
ended June 30, 2026 amounted to $19,580,249, which was the primary driver of the surge in general and administrative expenses.
Income tax
Income tax benefit is nil for the six months ended
June 30, 2026 and 2025.
GAAP net loss attributable to ordinary shareholders
was $19,613,029, as compared to a net loss of $3,163,291 in the prior year period.
GAAP Basic EPS was $(7.70) per share, as compared
to $(10.73) per share in the prior year period.
Cash
and Cash Equivalents and Restricted Cash
The following table summarizes our cash flows
for the six months ended June 30, 2026 and 2025:
| | |
For the Six Months Ended | |
| | |
June 30, | |
| | |
2026 | | |
2025 | |
| Net cash provided by (used in) operating activities from continuing operations | |
$ | 20,250 | | |
$ | (912,532 | ) |
| Net cash provided by (used in) operating activities from discontinued operations | |
| 70,246 | | |
| (213,526 | ) |
| Net cash provided by (used in) operating activities from discontinued operations | |
| 90,496 | | |
| (1,126,058 | ) |
| | |
| | | |
| | |
| Net cash provided by investing activities from continuing operations | |
| 215,505 | | |
| 470,308 | |
| Net cash provided by investing activities | |
| 215,505 | | |
| 470,308 | |
| | |
| | | |
| | |
| Net cash provided by financing activities from continuing operations | |
| - | | |
| 197,460 | |
| Net cash provided by financing activities from discontinued operations | |
| - | | |
| 146,154 | |
| Net cash provided by financing activities | |
| - | | |
| 343,614 | |
| | |
| | | |
| | |
| Effect of exchange rate change on cash and cash equivalents, and restricted cash from continuing operations | |
| (1,028,028 | ) | |
| (186,110 | ) |
| | |
| | | |
| | |
| Net decrease in cash and restricted cash | |
$ | (722,027 | ) | |
$ | (498,246 | ) |
Operating Activities
Continuing operations
Net cash provided by operating activities
from continuing operations was $20,250 for the six months ended June 30, 2026, compared to $-912,532 for the six months ended June 30,
2025. The increase in net cash provided by operating activities for the six months of 2026 was primarily attributable to the sale of AI
robots and related components.
Discontinued operations
Net cash provided by operating activities
from discontinued operations was $70,246 for the six months ended June 30, 2026, compared to $-213,526 for the six months ended June 30,
2025. The increase in net cash provided by operating activities for the six months of 2026 was primarily attributable to the service fees
received by the disposed subsidiaries from its consulting business, and the decrease in personnel expenses of the disposed subsidiaries.
Investing Activities
Net cash provided by investing activities was
$215,505 for the six months ended June 30, 2026, compared to $470,308 for the six months ended June 30, 2025. The net cash provided in
the six months of 2026 was attributable to the receipt of $218,100 from the disposal of subsidiaries.
Financing Activities
Net cash provided by financing activities for
the six months ended June 30, 2026, was nil, compared to $343,614 provided by financing activities for the six months ended June 30, 2025.
The net cash provided from continuing operations in 2025 was due to proceeds from the issuance of convertible notes totaling $797,460
and paid for stock issuance costs at $600,000. The net cash provided from discontinued operations in 2025 was attributable to the proceeds
of $146,154 obtained by the disposed subsidiary through intercompany loans.
