Welcome to our dedicated page for Top Win International SEC filings (Ticker: TOPW), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
This page provides access to U.S. Securities and Exchange Commission filings associated with Top Win International Limited and its successor name, AsiaStrategy, which trades on Nasdaq under the ticker SORA. These filings document the company’s transition from its historical TOPW listing as a Hong Kong-based luxury watch wholesaler to a business that also emphasizes digital assets and Web3-related strategies.
Key filings include the company’s registration statement on Form F-1 and related prospectus for its initial public offering on the Nasdaq Capital Market under the symbol TOPW. Those documents describe Top Win International Limited as a holding company operating through its Hong Kong subsidiary, Top Win International Trading Limited, a wholesaler engaged in the trading, distribution, and retail of luxury watches across the Asia-Pacific luxury market.
Subsequent reports on Form 6-K capture material developments such as the shareholder-approved name change from Top Win International Limited to AsiaStrategy, the Nasdaq marketplace effective date for the name and symbol change to SORA, and amendments to the company’s memorandum and articles of association. Other 6-K filings describe capital raising through convertible notes, including terms such as principal amounts, interest rates, and conversion prices, as well as the stated intention to use proceeds primarily to purchase Bitcoin and potentially invest in listed companies with Bitcoin treasury strategies, subject to regulatory requirements.
Additional 6-Ks outline the company’s portfolio investment commitments to entities focused on acquiring shares of a Korean listed company, tender offer activity for a Thai-listed company through a subsidiary, and corporate governance events such as an extraordinary general meeting of shareholders. On Stock Titan, these filings are paired with AI-powered summaries that highlight the main points of each document, helping readers quickly understand complex disclosures in annual reports, current reports, and transaction-related filings, while still allowing full access to the original EDGAR documents for detailed review.
AsiaStrategy (Top Win International Ltd) filed a Form D reporting a Rule 506(b) private offering of convertible notes. The filing states the issuer is organized in the Cayman Islands in 2024 and has an aggregate net asset value in the $5,000,001–$25,000,000 range. The company reports a $2,200,000 offering that has been fully sold to investors, with $2,200,000 total sold and $0 remaining. The issuer says it entered agreements dated August 15, 2025 to issue convertible notes totaling US$10,000,000 in principal, of which US investors subscribed for $2.2m. There are 2 investors to date. The filing discloses $0 in sales commissions and finders’ fees, $0 paid to named officers/directors/promoters, and a stated minimum investment of $0. The Form D indicates the first sale occurred on 2025-08-15 and the offering is not intended to last more than one year.
AsiaStrategy, formerly Top Win International Limited, reports that its subsidiary AsiaStrategy Topwin SG Pte. Ltd. has completed a tender offer for shares of DV8 Public Company Limited, a company listed on the Stock Exchange of Thailand. The tender offer period ended on August 20, 2025, and was completed on August 22, 2025. The subsidiary was allocated 114,638,700 DV8 shares, representing approximately 7.07% of DV8’s total issued and paid-up share capital.
Top Win International Limited reports that two related Reporting Persons — Kwan Ngai and Pride River Limited — beneficially own 14,450,000 ordinary shares, which equals 58.1% of the company's 24,864,000 shares outstanding as reported by the issuer. Those shares are reported as held of record by Pride River Limited, a British Virgin Islands company majority owned by Kwan Ngai, and both Reporting Persons state sole voting and sole dispositive power over the 14.45 million shares. The filing therefore documents a clear majority ownership stake that gives the Reporting Persons effective control of shareholder voting and disposition of the reported shares.
Meeting outcome: On August 5, 2025 at 9:30 p.m. HKT, Top Win International Limited held an Extraordinary General Meeting. As of the record date July 1, 2025, the Company had 24,864,000 ordinary shares issued and outstanding.
Attendance and quorum: Holders of 22,119,497 shares (approx. 88.96%) were represented by proxy, constituting a quorum.
- Proposal 1: Change company name to "AsiaStrategy". Votes For: 22,118,595; Against: 902; Abstentions: 0. Approved (required ≥ two‑thirds).
- Proposal 2: Adopt Second Amended and Restated Memorandum and Articles of Association. Votes For: 22,116,494; Against: 2,639; Abstentions: 362. Approved (required ≥ two‑thirds).
- The Second Amended and Restated M&A will become effective upon filing in the Cayman Islands; Exhibit 3.1 appended. Report signed by Jason Fang, Director and Co‑CEO, dated August 6, 2025.
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