Top Win International (Nasdaq: SORA) sells US$10M 3% convertible notes

Rhea-AI Filing Summary

Top Win International Limited agreed to sell US$10 million of three-year convertible notes bearing 3.0% annual interest to certain investors. The notes are initially convertible into the company’s ordinary shares at a price of US$4.64 per share, and the closing is subject to customary conditions, expected on or before August 20, 2025.

The company and an investor also terminated a previous securities purchase agreement dated July 26, 2025 for a US$3,050,000 convertible note with an initial conversion price of US$8.79 per share, citing evolving market conditions. The form of the new agreements and notes, and the related press release, are included as exhibits to this report.

Insights

Capital structure and convertible securities analyst

Top Win adds US$10M in low‑rate convertible debt and cancels a prior deal.

Top Win International Limited plans to issue convertible notes with an aggregate principal of US$10 million, a three-year term, and a 3.0% annual interest rate. The notes are initially convertible into ordinary shares at US$4.64 per share, so investors receive both fixed-income payments and the option to convert into equity at that reference price.

The closing of this transaction is subject to customary conditions and is expected on or before August 20, 2025, so the actual funding and potential future conversions depend on these conditions being satisfied. Separately, the company and an investor terminated a US$3,050,000 convertible note agreement dated July 26, 2025 that had a higher initial conversion price of US$8.79 per share, attributing the change to evolving market conditions.

Overall, this represents a shift in the company’s financing mix toward a larger, lower-coupon convertible issuance while withdrawing a smaller, earlier agreement. Future disclosures may clarify how much of the new notes are ultimately converted into equity versus remaining as debt over their three-year life.

Form 6-K: How Foreign Companies Report to the SEC →

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 2025

Commission File Number: 001-42572

Top Win International Limited

(Translation of registrant’s name into English)

33/F Sunshine Plaza
353 Lockhart Road, Wan Chai, Hong Kong
(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 ☐

Sale of Convertible Notes

On August 15, 2025, Top Win International Limited (Nasdaq: SORA), a Cayman Islands exempted company (the “Company”), entered into certain securities purchase agreements (the “Securities Purchase Agreements”) with certain investors to issue convertible notes with an aggregate principal amount of US$10 million, at a purchase price of 100% of such principal, a term of three years, and an interest rate of 3.0% per annum (the “Notes”). Such Notes shall be convertible into the Company’s ordinary shares at an initial conversion price of US$4.64 per share. The closing of the sale and purchase of such Notes is subject to customary closing conditions and is expected to take place on or before August 20, 2025. The form of the Securities Purchase Agreements, which includes the form of the Notes, is appended to this current report as exhibit 99.1.

The Company and an investor has terminated the securities purchase agreement dated July 26, 2025 for the sale of a convertible note with a principal amount of US$3,050,000 at an initial conversion price of US$8.79 per share, as disclosed in its current report on Form 6-K dated July 29, 2025, due to evolving market conditions.

On August 15, 2025, the Company issued a press release, a copy of which is appended to this current report on Form 6-K as Exhibit 99.2.

This report on Form 6-K (including the exhibit hereto) shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

EXHIBIT INDEX

Exhibit No.		Description
99.1		Form of Securities Purchase Agreement including the Form of Note
99.2		Press Releas e

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 15, 2025	Top Win International Limited
	By:	/s/ Kwan, NGAI
	Name:	Kwan, NGAI
	Title:	Co-Chief Executive Officer and Director

2

FAQ

What financing did Top Win International Limited arrange in the August 2025 Form 6-K?

Top Win International Limited entered into securities purchase agreements with certain investors to issue convertible notes with an aggregate principal amount of US$10 million. The notes have a three-year term and bear interest at 3.0% per annum, and are initially convertible into the company’s ordinary shares at US$4.64 per share.

What are the key terms of Top Win International’s new convertible notes?

The new notes have an aggregate principal amount of US$10 million, carry a 3.0% annual interest rate, and mature in three years. They are initially convertible into the company’s ordinary shares at a conversion price of US$4.64 per share, with the sale expected to close on or before August 20, 2025, subject to customary closing conditions.

Did Top Win International terminate any prior financing agreements in this filing?

Yes. The company and an investor terminated a securities purchase agreement dated July 26, 2025 for the sale of a convertible note with a principal amount of US$3,050,000 at an initial conversion price of US$8.79 per share. The filing states this termination was due to evolving market conditions.

When is the closing of Top Win International’s new convertible note sale expected?

The closing of the sale and purchase of the new convertible notes is expected to take place on or before August 20, 2025, and is subject to customary closing conditions as described in the filing.

What exhibits are included with Top Win International’s August 2025 Form 6-K?

The filing includes two exhibits: Exhibit 99.1, which is the form of the Securities Purchase Agreement including the form of the note, and Exhibit 99.2, which is a press release issued by the company on August 15, 2025.

How will Top Win International’s August 2025 Form 6-K be treated for incorporation by reference?

The report states that it (including the exhibit) shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934 and shall not be incorporated by reference into any Securities Act filing, except where expressly set forth by specific reference in such a filing.