[6-K] Top Win International Limited Current Report (Foreign Issuer)

Rhea-AI Filing Summary

LogProstyle Inc. (LGPS) filed a Form 6-K detailing three shareholder-approved capital actions stemming from its 30 June 2025 AGM.

• Performance Share Plan: Shareholders approved a new equity-based incentive plan; no share count or dilution details were disclosed in the filing.
• Cash Dividend: A dividend of USD $0.023 per share (aggregate $543,454) will be paid on 5 Aug 2025 to holders of record as of 7 July 2025 (ex-dividend same day).
• Share Repurchase Program: The Board authorized buybacks of up to 1,086,910 common shares for a maximum cost of $543,455, executable on the NYSE American between 1 July 2025 and 30 June 2026. The upper spend equates to an implied average purchase price of roughly $0.50 per share.

The combination of a cash return via dividends and a modest buyback signals management’s intent to balance shareholder remuneration with capital flexibility while introducing an equity incentive structure to align management and shareholder interests. Given the relatively small absolute dollar amounts, the impact is likely more meaningful to LGPS’s micro-cap shareholder base than to larger issuers.

Positive

• Cash return to shareholders: Introduction of a USD $0.023 per-share dividend provides immediate income.
• Share repurchase authorization: Program could retire up to 1,086,910 shares, potentially boosting EPS and supporting the share price.
• Alignment incentives: Performance share plan ties management compensation to long-term equity performance.

Negative

• Lack of quantitative detail on performance share plan: Potential dilution can’t be assessed without share allocation limits.
• Small absolute scale: Both dividend and buyback totals (~$1.1 million combined) may have limited impact on valuation for some investors.

Insights

Equity Research Analyst

TL;DR: LGPS adds small dividend, modest buyback, and a performance share plan—positive for alignment but limited monetary scale.

The announcement shows LGPS deploying roughly $1.1 million—split almost evenly between a dividend and an authorisation to repurchase shares—over the next 12 months. At an implied $0.50 cap price, the buyback could retire up to ~6% of the 18 million shares outstanding (assumes current float; actual float not disclosed). The cash dividend yields depend on the prevailing share price, but at $0.50 it would equal ~4.6%, attractive for a thinly traded micro-cap. The newly approved performance share plan, while lacking quantitative detail, should support retention and performance alignment of key executives. Collectively, these initiatives are mildly accretive to per-share metrics and may underpin near-term support for the stock, though the absolute dollar commitments are small and financed from existing cash rather than incremental earnings growth. No guidance or operating metrics were provided, leaving the fundamental outlook unchanged.

Corporate Governance Specialist

TL;DR: Governance moves are standard; dilution risk hinges on undisclosed share plan size—overall neutral-to-positive.

Authorisation of a performance share plan aligns LGPS with typical U.S.-listed governance practices, incentivising management with equity rather than cash. However, the filing omits the maximum share allocation and vesting conditions, making potential dilution unquantifiable. The buyback partly offsets prospective dilution, which is prudent. Dividend approval underscores board responsiveness to shareholder returns. Documentation appears procedurally sound; authorisations were approved at a duly convened AGM, and timelines/ex-dividend details are clearly stated, reducing execution risk. Absent further financial disclosure, the governance impact is modestly positive.

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 July 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 Tel: +852 2815 7988

(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 ☐

Announcement of Intention of Tender Offer of DV8

On July 3, 2025, Top Win International Limited (Nasdaq: SORA), a Cayman Islands exempted company (the “Company” or “TopWin”), through its subsidiary, AsiaStrategy Topwin SG Pte. Ltd., announced an intention to make a tender offer with certain other offerors to acquire all the securities of DV8 Public Company Limited (SET: DV8), a public company listed on The Stock Exchange of Thailand (“DV8”).

AsiaStrategy Topwin SG Pte. Ltd. has committed, based on the assumption that all the offerors will obtain all securities of DV8, to acquiring up to 152,842,577 ordinary shares or equivalent to 11.58 % of the total issued and paid-up share capital of DV8 and 11.58% of the unexercised warrants of DV8 as at the date of this report. The offer price for the ordinary shares is THB 0.56 (fifty-six satang) per share and the offer price for the warrants is THB 0.01 (one satang) per unit. Such offer is subject to acceptance by the securityholders of DV8. Based on the assumption that all of the securities of DV8 are acquired by the offerors, AsiaStrategy Topwin SG Pte. Ltd. will own approximately 11.58% of the total paid-up shares and voting rights of DV8 following the close of such tender offer. The offer period is expected to close on August 20, 2025.

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.

1

[EXHIBITS INDEX]

Exhibit No.		Description
99.1		Press Release dated July 7, 2025

2

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: July 7, 2025	Top Win International Limited
	By:	/s/ Kwan NGAI
	Name:	Kwan NGAI
	Title:	Chief Executive Officer and Director

3

FAQ

What dividend did LogProstyle (LGPS) declare in July 2025?

The board approved a USD $0.023 per share cash dividend, totaling $543,454, payable on 5 August 2025 to shareholders of record on 7 July 2025.

How large is LogProstyle’s new share repurchase program?

LGPS may buy back up to 1,086,910 common shares for a maximum aggregate of $543,455 between 1 July 2025 and 30 June 2026.

When is the ex-dividend date for LogProstyle’s July 2025 dividend?

The ex-dividend date is 7 July 2025, the same day as the record date.

What is the purpose of LogProstyle’s newly approved performance share plan?

The plan is meant to align executive compensation with company performance by granting equity awards contingent on performance targets.

Will the share repurchase offset dilution from the performance share plan?

Potentially, but the filing does not disclose the share count under the plan, making the net dilution effect uncertain.