Welcome to our dedicated page for Top KingWin SEC filings (Ticker: WAI), 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 compiles U.S. SEC filings for Top KingWin Ltd (WAI), a Cayman Islands exempted company operating in the financial services and capital markets space. As a foreign private issuer, Top KingWin reports to the SEC primarily through Form 6-K current reports, which cover corporate events, financing transactions, governance actions, and financial reporting.
In these filings, investors can review capital-raising and securities transactions, including details of convertible promissory note offerings to institutional investors, private placements of notes, and registered direct offerings of class A ordinary shares. The filings describe interest rates, original issue discounts, conversion rights into ordinary shares, and the use of proceeds for working capital and general corporate purposes. They also include documents such as purchase agreements, legal opinions, and termination agreements when offerings are unwound.
Top KingWin’s SEC submissions also document share structure and Nasdaq-related actions. Form 6-Ks describe shareholder approvals and implementation of 1-for-25 reverse share splits of class A and class B ordinary shares, handling of fractional shares by rounding up, and amendments to the company’s memorandum and articles of association. Other filings report Nasdaq bid price deficiency notices, delisting determinations, the company’s intent to request hearings, and subsequent Nasdaq notifications confirming that the company regained compliance and is subject to a one-year Mandatory Panel Monitor period.
Financial reporting is reflected in interim financial statements furnished on Form 6-K, which are incorporated by reference into registration statements such as Form S-8 and Form F-3. Exhibits include unaudited interim consolidated financial statements and associated Inline XBRL documents.
On Stock Titan, these filings are updated from EDGAR and paired with AI-powered summaries that explain the significance of each document. Users can quickly understand key points in Top KingWin’s 6-Ks, including financing terms, share consolidations, Nasdaq communications, and financial disclosures, without reading every page of the underlying filings.
Top KingWin Ltd reports a change in its independent auditor. Effective December 28, 2025, Tang Qian & Associates, PLLC resigned as the company’s independent registered public accounting firm, and the board and audit committee approved the appointment of Li CPA LLC as auditor for the year ended December 31, 2025.
The company notes that Tang Qian & Associates’ report on the financial statements for the year ended December 31, 2024 contained no adverse or disclaimer of opinion and was not qualified or modified for uncertainty, scope, or accounting principles. The company also states there were no disagreements or reportable events with Tang Qian & Associates, and includes a letter from the former auditor confirming agreement with the disclosure as it relates to their firm.
Top KingWin Ltd reported that its Colorado subsidiary, Top KingWin Hi Tech Inc., entered into a sales contract with Walker Times International (Hong Kong) Co., Ltd. for TK-D2C AI Robots. The agreement covers 10,000 robot units priced at $480 per unit, for total contract proceeds of US$4.8 million. The robots are scheduled to be delivered in batches from October 2025 through September 2026, indicating multi-period revenue recognition tied to the delivery schedule.
Top KingWin Ltd (WAI) shareholders approved a share consolidation and adopted a third amended and restated memorandum and articles of association to reflect the consolidation. The adoption is conditional on approval of the effective date of the share consolidation by the Board. Shareholder votes recorded in the filing show totals around 33,989,254 with supporting and opposing vote counts listed for each resolution. The company authorized directors and officers to take all ancillary actions to implement the consolidation and Amended M&AA, including setting the exact effective date, making regulatory filings in the Cayman Islands, instructing the registered office provider, directing the transfer agent to update the register of members, and cancelling and reissuing share certificates as needed.
Top KingWin Ltd filed a Form S-8 to register 1,081,267 Class A ordinary shares under its 2025 Equity Incentive Plan and included a reoffer prospectus for 284,481 Class A Ordinary Shares that may be resold by certain selling shareholders. The company is a Cayman Islands holding company that conducts substantially all operations through PRC operating entities (Guangdong Tiancheng Jinhui and Shenzhen Tiancheng Chuangxin) via BVI and Hong Kong subsidiaries.
In 2024 the company derived 35% of continuing operations revenue from sales of AI data-collection and computing devices; other revenue mixes included 23% corporate business training, 11% corporate consulting and 9% advisory/transaction services. The Class A Ordinary Shares trade on the Nasdaq Capital Market under the ticker WAI. The prospectus highlights material risks including PRC regulatory uncertainty, potential restrictions on cross-border dividends and transfers, dual-class voting concentration, and possible delisting risks under U.S. statutes if PCAOB inspections are impeded.
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