Nasdaq puts Top KingWin (WAI) under one-year listing monitor

Rhea-AI Filing Summary

Top KingWin Ltd has regained compliance with Nasdaq’s minimum bid price requirement under Listing Rule 5550(a)(2), according to a notification dated October 7, 2025. This means the company currently meets Nasdaq’s standard for the minimum trading price of its shares.

At the same time, Nasdaq has placed Top KingWin under a one-year Mandatory Panel Monitor under Listing Rule 5815(d)(4)(B). If the company again falls out of bid price compliance during this period, it will not receive any additional cure or compliance period and will instead receive a delist determination letter. Top KingWin would then be able to request a new hearing with a Nasdaq Hearings Panel, but its securities could ultimately be delisted from Nasdaq depending on the outcome.

Positive

• Regained Nasdaq bid-price compliance: Nasdaq confirmed Top KingWin now meets the minimum bid price requirement under Listing Rule 5550(a)(2), removing the immediate threat of non-compliance.

Negative

• Heightened delisting risk during one-year monitor: Under Listing Rule 5815(d)(4)(B), any new bid price deficiency within the one-year monitoring period will lead directly to a delist determination letter without an additional cure period.

Insights

Equity listing & governance analyst

Top KingWin regains Nasdaq compliance but faces stricter one-year monitoring.

Top KingWin Ltd has restored compliance with Nasdaq’s bid price rule 5550(a)(2), removing an immediate threat to its stock market listing. Meeting this rule means the company’s share price is again above Nasdaq’s required minimum, which is a prerequisite for staying on the exchange.

However, Nasdaq has placed the company under a one-year Mandatory Panel Monitor under Listing Rule 5815(d)(4)(B). If Top KingWin falls out of bid price compliance again within this monitoring window, it will not receive a standard cure or compliance period under Rule 5810(c)(2) and 5810(c)(3). Instead, it would automatically face a delist determination, with only the option to request a new hearing before a Panel.

This framework keeps the near-term listing risk elevated even after regaining compliance. The decisive factor will be whether the company can maintain its bid price through the full one-year monitoring period, since another deficiency would trigger a faster path toward potential delisting subject to any future hearing outcome.

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 October 2025

Commission File Number: 001-41672

Top KingWin Ltd

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

No. 555, North Panyu Avenue, Donghuan Street

Panyu District, Guangzhou, Guangdong Province, China

(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 ☐

Notice of Compliance from the Nasdaq

On October 7, 2025, Top KingWin Ltd. (“Top KingWin” or the “Company”) received a notification letter from The Nasdaq Stock Market LLC (the “Nasdaq”) that confirmed the Company has demonstrated compliance with the bid price requirement in the Nasdaq Listing Rule 5550(a)(2).

In addition, in application of Nasdaq Listing Rule 5815(d)(4)(B), the Company will be subject to a Mandatory Panel Monitor for a period of one year from the date of the notification letter. If, within that one-year monitoring period, the Company again falls out of compliance with the bid price rule, notwithstanding Rule 5810(c)(2), the Company will not be permitted to provide a plan of compliance with respect to that deficiency and will not be granted additional time for the Company to regain compliance with respect to that deficiency, nor will the Company be afforded an applicable cure or compliance period pursuant to Rule 5810(c)(3). Instead, the Company will receive a delist determination letter and the Company will have an opportunity to request a new hearing with the initial Panel or a newly convened Hearings Panel if the initial Panel is unavailable. The Company will have the opportunity to respond/present to the Hearings Panel as provided by Listing Rule 5815(d)(4)(C). The Company’s securities may be at that time delisted from Nasdaq.

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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.

Dated: October 9, 2025

	TOP KINGWIN LTD
	By:	/s/ Ruilin Xu
	Name:	Ruilin Xu
	Title:	Chief Executive Officer

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FAQ

What did Top KingWin Ltd (WAI) announce regarding its Nasdaq listing?

Top KingWin Ltd received a letter from Nasdaq on October 7, 2025 confirming that it has regained compliance with the minimum bid price requirement under Listing Rule 5550(a)(2).

Is Top KingWin Ltd (WAI) currently in compliance with Nasdaq’s bid price rule?

Yes. Nasdaq confirmed that Top KingWin has demonstrated compliance with the bid price requirement in Nasdaq Listing Rule 5550(a)(2).

What is the one-year Mandatory Panel Monitor imposed on Top KingWin (WAI)?

Under Nasdaq Listing Rule 5815(d)(4)(B), Top KingWin will be monitored for one year. If it falls out of bid price compliance again during this period, it will immediately receive a delist determination letter instead of a new cure period.

Can Top KingWin (WAI) get more time to fix a new bid price deficiency during the monitoring period?

No. If a new bid price deficiency occurs within the one-year monitoring period, the company will not be allowed to submit a plan of compliance or receive additional time under Rule 5810(c)(2) or 5810(c)(3).

What recourse does Top KingWin (WAI) have if it receives a delist determination letter from Nasdaq?

If it receives a delist determination letter, Top KingWin may request a new hearing with the initial Panel or a newly convened Nasdaq Hearings Panel as provided by Listing Rule 5815(d)(4)(C).

Could Top KingWin’s (WAI) securities be delisted from Nasdaq?

Yes. The company’s securities may be delisted from Nasdaq if, during the one-year monitoring period, it again fails to meet the bid price requirement and the subsequent hearings process does not result in continued listing.