Top KingWin (NASDAQ: WAI) names Li CPA as new independent auditor

Rhea-AI Filing Summary

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.

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 January 2026

TOP KINGWIN LTD

(Exact name of registrant as specified in its charter)

Room 1304, Building No. 25, Tian’an Headquarters Center, No. 555

North Panyu Avenue, Donghuan Street

Panyu District, Guangzhou, Guangdong Province, PRC
Zip: 511400

(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  ☐

Change of Auditor

Effective on December 28, 2025, Tang Qian & Associates, PLLC (“Tang Qian & Associates,” formerly known as Tang Li & Associates, PLLC), resigned from its position as the independent registered public accounting firm for Top KingWin Ltd (the “Company”). Upon the approval of the board of directors of the Company (the “Board”) and the audit committee of the Board (the “Audit Committee”), the Company appointed Li CPA LLC (PCAOB ID: 7093) (“Li CPA”) to serve as its independent registered public accounting firm for the year ended December 31, 2025.

Tang Qian & Associates’ reports on the Company’s financial statements for the fiscal year ended December 31, 2024 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. Furthermore, during the Company’s most recent fiscal year, there were no disagreements with Tang Qian & Associates on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Tang Qian & Associates, would have caused Tang Qian & Associates to make reference to the subject matter of the disagreements in connection with its reports on the Company’s financial statements for such year. Also, during this time, there were no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K. 

The Company provided Tang Qian & Associates with a copy of the above disclosure and requested that Tang Qian & Associates furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of the Tang Qian & Associates’ letter is filed as Exhibit 16.1 to this Form 6-K. 

During the two most recent fiscal years and any subsequent interim periods prior to the engagement of Li CPA, neither the Company, nor someone on behalf of the Company, has consulted Li CPA regarding (i) the application of accounting principles to any specified transaction, either completed or proposed or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Li CPA concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K, or any other matters set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K . 

Financial Statements and Exhibits.

Exhibit No.		Description
16.1		Letter from Tang Qian & Associates to the U.S. Securities and Exchange Commission dated January 12, 2026

1

SIGNATURES

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

	Top KingWin Ltd
Date: January 12, 2026	By:	/s/ Ruilin Xu
		Ruilin Xu
		Chief Executive Officer

2

Exhibit 16.1

 

January 12, 2026

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Commissioners:

We have read the statements included under the caption “Change of Auditor” in the Form 6-K of Top KingWin Ltd for the month of January 2026, as filed with the Securities and Exchange Commission.

We are in agreement with the statements contained therein insofar as they relate to our firm, Tang Qian & Associates, PLLC. We are not in a position to agree or disagree with any other statements of the registrant contained in such Form 6-K.

Very truly yours,

/s/ Tang Qian & Associates, PLLC

Tang Qian & Associates, PLLC

Texas, United States

FAQ

What auditor change did Top KingWin Ltd (WAI) disclose in this filing?

Top KingWin Ltd disclosed that Tang Qian & Associates, PLLC resigned as its independent registered public accounting firm effective December 28, 2025, and that the board and audit committee appointed Li CPA LLC as the new auditor for the year ended December 31, 2025.

Did Tang Qian & Associates issue any adverse opinions on Top KingWin Ltd (WAI)?

The report of Tang Qian & Associates, PLLC on Top KingWin Ltd’s financial statements for the year ended December 31, 2024 did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles.

Were there any disagreements between Top KingWin Ltd (WAI) and its former auditor?

The company states that during its most recent fiscal year there were no disagreements with Tang Qian & Associates regarding accounting principles, financial statement disclosure, or auditing scope or procedures, and no reportable events as defined in Regulation S-K Item 304(a)(1)(v).

Did Top KingWin Ltd (WAI) consult Li CPA LLC before appointing it as auditor?

During the two most recent fiscal years and any subsequent interim periods before Li CPA LLC’s engagement, Top KingWin Ltd states that neither it nor anyone on its behalf consulted Li CPA on the application of accounting principles, potential audit opinions, or any matter that was a disagreement or reportable event under Regulation S-K.

What document from Tang Qian & Associates is included with Top KingWin Ltd’s filing?

The filing includes as Exhibit 16.1 a letter from Tang Qian & Associates, PLLC to the U.S. Securities and Exchange Commission dated January 12, 2026, stating that they agree with the “Change of Auditor” disclosure insofar as it relates to their firm.

Who signed this report for Top KingWin Ltd (WAI)?

The report was signed on behalf of Top KingWin Ltd by Ruilin Xu, who is identified as the company’s Chief Executive Officer.