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

Rhea-AI Filing Summary

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.

Insights

Corporate Governance Expert

TL;DR: Shareholders approved a name change and restated constitutional documents with strong proxy support; effectiveness pending Cayman filing.

The two special resolutions were approved with overwhelming proxy support and a high representation rate (22,119,497 shares, ~88.96%), indicating shareholder alignment on corporate housekeeping and strategic rebranding to "AsiaStrategy." Both proposals were interconditional and passed by the required supermajority thresholds based on vote counts reported. The Second Amended and Restated Memorandum and Articles of Association will only take effect upon filing with the Cayman Islands Registrar, so the legal change is not yet operative. From a governance perspective this is a routine but formal restructuring of constitutional documents and corporate identity; it does not, in the disclosed text, indicate operational, financial, or management changes.

Securities Analyst

TL;DR: Procedural corporate actions passed; no financial metrics disclosed and no immediate financial impact shown in the filing.

The filing documents the passage of two conditional special resolutions: a name change to "AsiaStrategy" and adoption of a second amended and restated M&A. Vote tallies are explicit and show near‑unanimous approval for the name change and modest opposition/abstentions for the amended M&A (2,639 against; 362 abstain). The report does not provide earnings, guidance, material transactions, or balance‑sheet effects. Impact to investors depends on subsequent disclosures; as filed, these are structural/legal changes whose material economic effect is not described in the document.

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

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 ☐

Extraordinary General Meeting of Shareholders

On August 5, 2025, at 9.30 p.m. Hong Kong Time, Top Win International Limited, a Cayman Islands exempted company (Nasdaq: SORA) (the “Company”) held its Extraordinary General Meeting of Shareholders (the “Meeting”).

As of the close of business on July 1, 2025, the record date for the determination of shareholders entitled to vote at the Meeting, there were 24,864,000 ordinary shares of the Company, par value US$0.0005 per share, issued and outstanding, with each share entitled to one vote on each proposal at the Meeting. At the Meeting, the combined holders of 22,119,497 ordinary shares entitled to notice of and to vote at the Meeting were represented by proxy, representing approximately 88.96% of the outstanding shares, and therefore a quorum pursuant to the Company’s articles of association was present for the transaction of business at the Meeting.

The following proposals were considered at the Meeting and the final results for each of the proposals considered were as follows:

Proposal 1:

As a special resolution, subject to Proposal 2 being passed, to change the name of the Company from “Top Win International Limited” to “AsiaStrategy” and to authorise any one director, registered office provider or company secretary of the Company to do all such acts and things and execute all such documents to effect the same, including without limitation, attending to the necessary filing with the Registrar of Companies in the Cayman Islands.

The voting results for Proposal 1 were as follows:

Votes For		Votes Against		Abstentions
22,118,595		902		0

Approval of Proposal 1 requires the affirmative vote of a majority of not less than two-thirds of the votes cast at the Meeting, as a special resolution of members. This Proposal is conditional upon Proposal 2 below being passed at the Meeting. The proposal was approved.

Proposal 2:

As a special resolution, subject to Proposal 1 being passed, to amend and restate the amended and restated memorandum and articles of association adopted by a special resolution of the Company passed on 20 November 2024 (the “Current M&A”) and to adopt a second amended and restated memorandum and articles of association of the Company, in the form attached as Exhibit A to the accompanying Proxy Statement, in substitution for and in replacement of the Current M&A, and to authorise any one director, registered office provider or company secretary of the Company to do all such acts and things and execute all such documents to effect the same, including without limitation, attending to the necessary filing with the Registrar of Companies in the Cayman Islands.

The voting results for Proposal 2 were as follows:

Votes For		Votes Against		Abstentions
22,116,494		2,639		362

Approval of Proposal 2 requires the affirmative vote of a majority of not less than two-thirds of the votes cast at the Meeting, as a special resolution of members. This Proposal is conditional upon Proposal 1 above being passed at the Meeting. The proposal was approved.

Filing and Effective Date of the Second Amended and Restated Memorandum and Articles of Association

The Second Amended and Restated Memorandum and Articles of Association as approved by the shareholders at the Meeting, a copy of which is appended as Exhibit 3.1 hereto, will become effective upon filing in the Cayman Islands.

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EXHIBITS

Exhibit No.		Description
3.1		Second Amended and Restated Memorandum and Articles of Association

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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.

Top Win International Limited
By:	/s/ Jason Fang
Name:	Jason Fang
Title:	Director and Co-Chief Executive Officer
Date:	August 6, 2025

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FAQ

What resolutions did Top Win (TOPW) approve at the August 5, 2025 EGM?

Shareholders approved two special resolutions: 1) change the company name to "AsiaStrategy" and 2) adopt the Second Amended and Restated Memorandum and Articles of Association.

How many shares were outstanding and how many were represented at the meeting?

As of the record date July 1, 2025 the Company had 24,864,000 ordinary shares outstanding; 22,119,497 shares (~88.96%) were represented by proxy at the meeting.

What were the vote counts for each proposal?

Proposal 1 (name change): For 22,118,595; Against 902; Abstentions 0. Proposal 2 (amended M&A): For 22,116,494; Against 2,639; Abstentions 362.

When do the adopted constitutional changes become effective?

The Second Amended and Restated Memorandum and Articles of Association will become effective upon filing in the Cayman Islands (filing date not specified in the report).

Who signed the Form 6-K and when?

The report was signed by Jason Fang, Director and Co‑Chief Executive Officer, on August 6, 2025.