WAI shareholders approve consolidation and authorize implementation steps

Rhea-AI Filing Summary

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.

Positive

• Share consolidation approved by shareholders with vote totals recorded in the filing
• Amended M&AA adopted to reflect the share consolidation
• Directors and officers authorized to execute all ancillary actions, including filings and certificate reissuance

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Share consolidation and constitutional amendments were approved; directors empowered to implement logistics and filings.

The filing documents shareholder approval for a share consolidation and the adoption of an amended memorandum and articles of association, subject to the Board fixing the effective date. The resolution structure—special resolution for constitutional changes and ordinary resolution for implementation actions—follows standard corporate governance practice for Cayman-incorporated issuers. Recorded vote totals are provided in the filing, supporting the approvals. The actions authorized (registrations, transfer agent instructions, certificate cancellation and reissuance) are routine post-consolidation steps and materially necessary to give effect to the corporate action.

Corporate Secretary / Compliance Specialist

TL;DR: Procedural approvals and delegations are in place to complete the consolidation and update corporate records.

The company granted authority to officers and directors to determine the precise effective date and to complete all required filings with Cayman Islands authorities and the transfer agent. The filing explicitly instructs the registered office provider to file with the Registrar of Companies and authorizes cancellation and reissuance of share certificates upon surrender. These delegated powers are appropriate for ensuring timely operational execution; the filing documents vote counts for transparency. No additional operational details or timelines are specified in the content provided.

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: 001-41672

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 ☐

Submission of Matters to a Vote of Security Holders.

Top KingWin Ltd, a Cayman Islands exempted company (the “Company”) held an extraordinary general meeting of the holders of the Company’s ordinary shares (the “Meeting”) on August 14, 2025 at 9:00 AM ET at the Company’s headquarters located at Room 1304, Building No. 25, Tian’an Headquarters Center, No. 555, North Panyu Avenue, Donghuan Street, Panyu District, Guangzhou, Guangdong Province, China. Holders of a total of 26,601,328 class A ordinary shares of the Company, par value $0.0025 each (the “Class A Ordinary Shares”) and class B ordinary shares of the Company, par value $0.0025 each (the “Class B Ordinary Shares”), out of a total of 41,213,641 Class A Ordinary Shares and 189,434 Class B Ordinary Shares issued and outstanding and entitled to vote at the Meeting, voted at the Meeting, and the quorum for the transaction of business was present at the Meeting. Each Class A Ordinary Share is entitled to one vote and each Class B Ordinary Share is entitled to forty votes. The final voting results for each matter submitted to a vote of shareholders at the meeting are as follows:

1. It is resolved, as an ordinary resolution, that (a) with the exact effective date to be determined by the board of directors of the Company (the “Board”) in its sole discretion, every twenty-five (25) issued and unissued class A ordinary shares of par value  USD0.0025 each in the share capital of the Company be consolidated into one (1) consolidated class A ordinary share of par value USD0.0625 each and every twenty-five (25) issued and unissued class B ordinary shares of par value USD0.0025 each in the share capital of the Company be consolidated into one (1) consolidated class B ordinary share of par value USD0.0625 each, so that following the Share Consolidation, the authorized share capital of the Company will be changed from USD31,250,000 divided into 10,000,000,000 class A ordinary shares of par value USD0.0025 each and 2,500,000,000 class B ordinary shares of par value USD0.0025 each into USD31,250,000 divided into 400,000,000 class A ordinary shares of par value USD0.0625 each and 100,000,000 class B ordinary shares of par value USD0.0625 each (together with 1(b), the “Share Consolidation”).

The shareholders approved the proposal.

For		Against		Abstain		Total
33,968,419		20,835		0		33,989,254

(b) no fractional shares be issued in connection with the Share Consolidation and, in the event that a shareholder would otherwise be entitled to receive a fractional share upon the Share Consolidation, the number of Shares to be received by such shareholder be rounded up to the next highest whole number of Shares.

The shareholders approved the proposal.

For		Against		Abstain		Total
33,970,339		18,915		0		33,989,254

2. It is resolved as a special resolution, subject to approval by the shareholders of Resolution 1 (the Share Consolidation), with effect from the effective date of the Share Consolidation and conditional upon the approval of the effective date of the Share Consolidation by the Board, the third amended and restated memorandum and articles of association (the “Amended M&AA”) be and are hereby approved and adopted as the new memorandum and articles of association of the Company in substitution for and to the exclusion of the existing amended and restated memorandum and articles of association of the Company to reflect, inter alias, the Share Consolidation with effect from the effective date of the Share Consolidation.

The shareholders approved the proposal.

For		Against		Abstain		Total
33,968,419		20,835		0		33,989,254

3. It is resolved as an ordinary resolution that any one or more of the directors and officers of the Company be and is hereby authorized to do all such acts and things and execute all such documents and deliver all such documents, which are ancillary to the Share Consolidation and the adoption of the Amended M&AA, including but not limited to, determining the exact effective date of the Share Consolidation and making any relevant registrations and filings with any authorities in accordance with the applicable laws, rules and regulations, as any of them considers necessary, desirable or expedient to give effect to the foregoing arrangements for the Share Consolidation; the registered office provider of the Company be instructed to make all necessary filings with the Registrar of Companies of the Cayman Islands in connection with the Share Consolidation; and the Company’s transfer agent be instructed to update the register of members of the Company and that upon the surrender to the Company of the existing share certificates (if any) that they be cancelled and that any director of the Company be instructed to prepare, sign, seal and deliver on behalf of the Company new share certificates accordingly.

The shareholders approved the proposal.

For		Against		Abstain		Total
33,968,439		20,815		0		33,989,254

1

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: August 15, 2025

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

2

FAQ

What corporate action did Top KingWin Ltd (WAI) shareholders approve?

Shareholders approved a share consolidation and adopted a third amended and restated memorandum and articles of association to reflect that consolidation.

Are the approvals final or conditional for Top KingWin (WAI)?

The adoption of the Amended M&AA is subject to approval of the effective date of the share consolidation by the Board, making parts of the action conditional on the Board fixing that date.

What authorities were given to the company's directors and officers?

They were authorized to determine the effective date, make regulatory filings in the Cayman Islands, instruct the registered office provider and transfer agent, update the register of members, and cancel and reissue share certificates.

Does the filing show voting totals for the resolutions?

Yes; the filing records vote totals including a recurring total of 33,989,254 and related supporting/opposing counts shown alongside each resolution.

Will existing share certificates be replaced after the consolidation?

Yes; the filing authorizes the company to cancel surrendered existing share certificates and to prepare, sign, seal and deliver new share certificates.