[D] Top Win International Limited SEC Filing

Rhea-AI Filing Summary

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.

Positive

• $2,200,000 of the offering has been sold (total sold equals the reported offering amount), indicating subscription demand for this tranche
• Issuer reports $0 in sales commissions and finders' fees, reducing intermediary costs
• $0 of proceeds were used to pay named officers, directors, or promoters per the filing
• Filing specifies the broader convertible note program size of US$10,000,000 (agreements dated 2025-08-15), providing context on intended financing

Negative

• None.

Insights

Securities/Capital Markets Analyst

TL;DR: Issuer completed a small Rule 506(b) private placement of convertible notes, raising $2.2m from U.S. investors as part of a larger $10m note program.

The filing confirms a private debt financing structure (convertible notes) executed under Rule 506(b), with $2.2m sold and $0 remaining on this tranche. Two investors participated, and no broker-dealer commissions or finders’ fees were disclosed. The issuer reports $0 paid to insiders from these proceeds. For capital markets assessment, the operation is routine: the company is relying on accredited-investor safe harbor and limited state notice compliance. Material items for investors include the total convertible note program size (US$10m) and the fact that two U.S. investors account for the disclosed $2.2m sale.

Corporate Governance Expert

TL;DR: Governance disclosures are standard for a Form D: officers/directors are named and the filing states no proceeds were paid to insiders.

The Form D lists executive officers and directors with Hong Kong addresses and confirms no payments to those named from the offering proceeds. It also shows no sales commissions or finders’ fees, which simplifies conflict-of-interest concerns related to intermediaries. The filing does not provide further contract terms for the convertible notes, so governance and investor-protection implications depend on the underlying note agreements not included in this notice.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0002033515

Top Win International Ltd

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

AsiaStrategy

Jurisdiction of Incorporation/Organization

CAYMAN ISLANDS

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2024
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
AsiaStrategy
Street Address 1		Street Address 2
33/F SUNSHINE PLAZA		353 LOCKHART ROAD, WAN CHAI, HONG KONG
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
HONG KONG	HONG KONG	00000	+852 2815 7988

3. Related Persons

Last Name	First Name	Middle Name
Fang	Jason	Kin Hoi
Street Address 1	Street Address 2
33/F Sunshine Plaza	353 Lockhart Road, Wan Chai, Hong Kong
City	State/Province/Country	ZIP/PostalCode
Hong Kong	HONG KONG	00000

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Ngai	Kwan
Street Address 1	Street Address 2
33/F Sunshine Plaza	353 Lockhart Road, Wan Chai, Hong Kong
City	State/Province/Country	ZIP/PostalCode
Hong Kong	HONG KONG	00000

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
WONG	Mary	Fung Yee
Street Address 1	Street Address 2
33/F Sunshine Plaza	353 Lockhart Road, Wan Chai, Hong Kong
City	State/Province/Country	ZIP/PostalCode
Hong Kong	HONG KONG	00000

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
CHEN	Shuo
Street Address 1	Street Address 2
33/F Sunshine Plaza	353 Lockhart Road, Wan Chai, Hong Kong
City	State/Province/Country	ZIP/PostalCode
Hong Kong	HONG KONG	00000

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
WANG	Xiaojun
Street Address 1	Street Address 2
33/F Sunshine Plaza	353 Lockhart Road, Wan Chai, Hong Kong
City	State/Province/Country	ZIP/PostalCode
Hong Kong	HONG KONG	00000

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Yen	Jung-hui
Street Address 1	Street Address 2
33/F Sunshine Plaza	353 Lockhart Road, Wan Chai, Hong Kong
City	State/Province/Country	ZIP/PostalCode
Hong Kong	HONG KONG	00000

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

X

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
X	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-08-15				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

	Equity		Pooled Investment Fund Interests
X	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$2,200,000	USD	or Indefinite
Total Amount Sold	$2,200,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

The Company entered into agreements on 8-15-2025, as amended, with certain investors to issue convertible notes of total principal amount US$10m. Two of such investors are US investors subscribing for US$2.2m of the notes.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

2

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
AsiaStrategy	/s/ Jason Kin Hoi Fang	Jason Kin Hoi Fang	Co-Chief Executive Officer and Director	2025-09-02

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What amount did AsiaStrategy (TOPW) raise in this Form D filing?

The filing reports $2,200,000 total sold for the offering and a total offering amount of $2,200,000 for this notice.

What type of securities did AsiaStrategy offer in this Form D?

The issuer offered convertible notes (debt) and securities to be acquired upon exercise of options/warrants, under Rule 506(b).

How many investors participated and were any U.S. investors involved?

There are 2 investors reported; two U.S. investors subscribed for $2.2 million of the notes.

Were any sales commissions or finders' fees paid?

No. The filing discloses $0 in sales commissions and $0 in finders' fees.

Did the filing report any proceeds paid to executives or directors?

No. The filing states $0 of the gross proceeds were used for payments to named executive officers, directors, or promoters.

When did the first sale occur for this offering?

The Form D lists the date of first sale as 2025-08-15.