Guangzhou, China, May 20, 2025 (GLOBE NEWSWIRE) -- Top KingWin Ltd (“Top KingWin” or the “Company”) (Nasdaq: WAI) announced today that it received a formal notification from the Nasdaq Stock Market LLC (“Nasdaq”) on May 19, 2025, that the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires the Company’s class A ordinary shares, par value of US$0.0025 each (the “Ordinary Shares”) to maintain a minimum bid price of $1.00 per share. The Nasdaq staff made this determination of co ...

Guangzhou, China, May 01, 2025 (GLOBE NEWSWIRE) -- Top KingWin Ltd (“Top KingWin” or the “Company”) (Nasdaq: WAI) today announced that it will effect a reverse share split of its outstanding class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), at a ratio of 1-for-25, to be effective at the open of business on Monday, May 5, 2025.  Our Ordinary Shares will begin trading on a reverse share split-adjusted basis at the opening of The Nasdaq Capital Market (“Nasdaq”) on or around Monday, ...

Financial Performance - Top KingWin's consolidated revenues for the year ended December 31, 2023, were translated at a rate of $1.00=RMB7.0809, reflecting the company's financial performance in RMB[20] - Revenue decreased by 18%, from $5,453,241 in 2023 to $4,474,690 in 2024, primarily due to a 67% and 79% reduction in corporate business training and advisory services respectively[41] - Major client Shenzhen Cailian Hengtai Technology Co., Ltd. accounted for 17% of the company's revenues for the year ended December 31, 2024[48] - For the year ended December 31, 2024, three major clients accounted for 33% of the company's total revenues: Shenzhen Cailian Hengtai Technology Co., Ltd. (17%), Shenzhen Sheng Yi Technology Co., Ltd. (10%), and Hainan Saimi Technology Co., Ltd. (6%)[50] - In 2024, Shenzhen Cailian Hengtai Technology Co., Ltd. represented 61% of the company's accounts receivable[49] - The company experienced significant fluctuations in operating results, with a notable decline in revenue from corporate training services due to economic downturns[41] - Cash and restricted cash totaled $4,648,980 as of December 31, 2023, compared to $2,814,010 in 2024, reflecting a significant reduction in available liquidity[71] Risks and Challenges - The company faces significant risks related to its limited operating history and the uncertainties of the equity investment industry in China, which could impact future performance[23] - The gross margin and results of operations may be adversely affected by factors such as decreases in average selling prices and shifts in product mix[25] - The company operates in a highly competitive and fragmented industry, which poses risks to its business and financial condition[25] - Changes in China's economic, political, or social conditions could have a material adverse effect on the company's operations[26] - The company may face challenges in attracting new clients for its technology services, which are critical for achieving revenue growth goals[25] - The company faces risks related to client retention, as a substantial portion of revenue comes from short-term agreements, exposing it to revenue volatility[43] - The company faces potential adverse effects on its business and financial condition if it fails to obtain necessary permits for offline industry events, which may lead to adjustments or cancellations[56] - The competitive landscape in China's equity investment service industry is intensifying, with increased competition from various service providers, which may adversely affect the company's market share[62] - The company faces significant competition for skilled personnel in Guangdong, China, which may impact its ability to attract and retain necessary talent[100] - The company may face liabilities for injuries during offline industry events, which could adversely affect its reputation and financial condition[72] Regulatory and Compliance Issues - The company is classified as an "emerging growth company," which may affect the attractiveness of its Class A Ordinary Shares to investors due to reduced disclosure requirements[89] - The PRC Foreign Investment Law, effective January 1, 2020, introduces uncertainties regarding foreign investment regulations that may impact the Company's operations[150] - The SEC has adopted rules under the HFCA Act that could lead to trading prohibitions for companies unable to meet audit inspection requirements[156] - The HFCA Act requires the SEC to prohibit trading of an issuer's securities on U.S. exchanges if its auditor is not PCAOB inspected for two consecutive years, increasing risks for companies[165] - The company may face scrutiny and negative publicity similar to other U.S.-listed Chinese companies, which could harm its business operations and stock price[147] - Violations of SAFE Circulars could result in severe penalties, affecting the company's ability to use proceeds from public offerings for investments in PRC companies[182] - The company may be required to expend resources to comply with tax obligations under SAT Bulletin 7 and SAT Bulletin 37, which could adversely affect its financial condition[189] - The company may lose its foreign private issuer status, which could lead to increased regulatory and compliance costs[204] Corporate Governance - The dual-class structure of ordinary shares concentrates voting control with the Chairman and CEO, which may limit shareholder influence[27] - The dual-class share structure allows the Chairman and CEO to control 29.90% of total voting power, potentially leading to decisions that may not align with the interests of other shareholders[129] - The company's board of directors has discretion over dividend distribution, which is subject to certain restrictions under Cayman Islands law[209] - The company may face challenges in finding qualified individuals for its board of directors and executive positions due to increased regulatory requirements[213] Strategic Plans and Investments - The company plans to seek acquisition opportunities, which may involve industries outside of its management's expertise, potentially leading to volatile revenues[25] - The company plans to provide customized software development and technology solutions, focusing on intelligent manufacturing, urban construction, and healthcare industries[98] - The company is exploring mergers and acquisitions to diversify its business, which may pose risks and dilute existing shareholders' ownership[92] - The company’s ability to develop and expand service offerings is critical for future growth, and failure to do so may materially affect its financial condition[107] - The company’s investment in research and development may not yield expected results, potentially hampering growth prospects[111] Market and Economic Conditions - The Chinese economy has experienced uneven growth, with a slowdown since 2021, which could affect discretionary spending and demand for the Company's products[141] - Economic downturns, both locally and globally, could adversely affect business operations and financial condition[85] - The company faces risks related to foreign currency exchange rate fluctuations as all current revenues are generated in Renminbi, with potential future international expansion[142] Intellectual Property and Technology Risks - Unauthorized use of intellectual property by third parties poses risks to business reputation and may require costly enforcement actions[79] - Potential litigation related to intellectual property infringement could incur significant legal expenses and affect service promotion[80] - The company may face challenges in protecting its intellectual property rights related to AI technologies, which could lead to costly litigation or licensing fees[121] - The company faces significant risks associated with the adoption of AI technologies, including potential flaws in algorithms and ethical concerns that could harm its reputation and business[116] - The evolving regulatory landscape for generative AI may impose burdensome laws that could limit product deployment and reduce anticipated demand[119] Internal Controls and Financial Reporting - The company has identified material weaknesses in its internal control over financial reporting, including inadequate segregation of duties and lack of documented policies[215] - The company plans to implement measures to improve internal controls, such as hiring qualified staff and establishing a financial control framework[216] - The company expects to incur significant legal, accounting, and compliance costs as a result of being a public company[212] Shareholder Considerations - The company may require additional capital and may sell additional Class A Ordinary Shares or incur indebtedness, which could result in dilution to shareholders[211] - The company does not expect to pay dividends in the foreseeable future, focusing instead on retaining funds for business development and growth[208] - The company may experience extreme stock price volatility due to its small public float, making it difficult for investors to assess the value of its Class A Ordinary Shares[191] - The market price of the Class A Ordinary Shares could decline due to the future sale of substantial amounts of shares in the public marketplace[197]

Core Insights - Top Kingwin Ltd's subsidiary, Shenzhen Tiancheng Chuangxin Technology Co., Ltd., is set to launch a self-developed Desktop Robot 1.0 that integrates AI with emotional interaction, enhancing office and lifestyle experiences [1][2] - The Desktop Robot aims to serve as both a productivity tool and a life companion, with features designed to understand user needs and break the "cold barrier" of technology [2] Company Overview - Top Kingwin Ltd primarily serves entrepreneurs and executives in small and medium-sized enterprises in China, offering corporate business training, consulting services, and advisory and transaction services [3] - The company has ventured into AI-powered IT solutions since September 2024, indicating a strategic shift towards integrating advanced technology into its service offerings [3] Product Features - The Desktop Robot includes features such as smart reminders for hydration and breaks, emotional feedback with adaptive personality traits, dynamic mobility with bipedal movement, and safety designs to prevent falls [5] - It operates on an Android-based smart system, supports smart home connectivity, and integrates with advanced AI models for tasks like information retrieval and document processing [5]

Core Insights - Top Kingwin Ltd's subsidiary, Shenzhen Tiancheng Chuangxin Technology Co., Ltd., is set to launch a self-developed Desktop Robot 1.0 that integrates AI with emotional interaction, enhancing office and lifestyle experiences [1][2] - The Desktop Robot aims to serve as both a productivity tool and a life companion, with features designed to understand user needs and break the "cold barrier" of technology [2] Company Overview - Top Kingwin Ltd primarily serves entrepreneurs and executives in small and medium-sized enterprises in China, offering corporate business training, consulting services, and advisory services [3] - The company has ventured into AI-powered IT solutions since September 2024, indicating a strategic shift towards integrating advanced technology into its service offerings [3] Product Features - The Desktop Robot includes features such as smart reminders for hydration and breaks, emotional feedback with adaptive personality traits, dynamic mobility with bipedal movement, and safety designs to prevent falls [5] - It operates on an Android-based smart system, supports smart home connectivity, and integrates with advanced AI models for tasks like information retrieval and document processing [5]

Core Viewpoint - Top KingWin Ltd has entered into a securities purchase agreement to issue a convertible note worth $1,000,000, aiming to raise gross proceeds of $900,000 from an institutional investor [1][3]. Group 1: Convertible Note Details - The convertible note has an interest rate of 11.75% per annum and includes an original issue discount of 10% [3]. - The principal and accrued interest on the note will be due twelve months after issuance, with an option for the purchaser to extend the maturity for an additional twenty-four months [3]. - The note is convertible into class A ordinary shares at any time after the issuance date, under specified terms [3]. Group 2: Future Offerings - The company plans to conduct seven additional tranches of closings, with six tranches of notes totaling up to $4,000,000 each and one tranche up to $4,500,000, amounting to a total of up to $28,500,000 [5]. Group 3: Company Overview - Top KingWin Ltd primarily serves entrepreneurs and executives in small and medium-sized enterprises in China, offering corporate business training, consulting services, and advisory services [7].

Group 1 - Top Kingwin Ltd's subsidiary, Guji Technology (Shenzhen) Co., Ltd., generated RMB 2 million in revenue in October 2024, marking a significant milestone for the company [1] - The company is committed to investing in its subsidiaries and expanding its hardware sales portfolio to enhance shareholder value [1] - Top Kingwin Ltd aims to build on its current momentum while executing its strategic initiatives [1] Group 2 - Top Kingwin Ltd primarily serves entrepreneurs and executives in small and medium-sized enterprises in China [2] - The company offers corporate business training services, corporate consulting services, and advisory and transaction services to meet clients' unique financial needs [2] - The mission of Top Kingwin Ltd is to provide comprehensive services that address clients' needs throughout all phases of their development and growth [2]

IPO and Financial Overview - The company completed its initial public offering on April 20, 2023, selling 2,750,000 Class A Ordinary Shares at $4.00 per share, generating gross proceeds of approximately $11.0 million[273]. - Total revenue for the year ended December 31, 2023, was $5,453,241, a significant increase from $3,122,324 in 2022, representing a growth of 74%[400]. - Total revenues increased by 75%, from $3,122,324 in 2022 to $5,453,241 in 2023, primarily driven by a 1,161% increase in corporate business training services revenue[392]. - Net loss for the year ended December 31, 2023, was $2,547,668, compared to a net loss of $771,483 in 2022, reflecting a worsening financial position[410]. - Cash and restricted cash as of December 31, 2023, amounted to $4,618,670, up from $2,654,185 in 2022, indicating improved liquidity[411]. Revenue Breakdown - For the fiscal year ended December 31, 2023, corporate business training services accounted for approximately 59% of total revenues, with over 14,000 attendees at seminars[276][288]. - Revenue from corporate business training services accounted for $3,232,486 or 59% of total revenues in 2023, compared to $256,356 or 8% in 2022[394]. - Advisory and transaction services generated $1,890,814 in revenue, accounting for 35% of total revenue, while corporate business training services contributed $3,232,486, or 59%[400]. - Corporate consulting services contributed approximately 5% of total revenues for the fiscal year ended December 31, 2023, with 8 active clients[276][301]. - Corporate consulting services revenue fell by 62%, from $862,081 in 2022 to $326,292 in 2023, with the number of clients dropping from 42 to 8[395]. Cost and Expenses - Total cost of revenues increased by 95%, from $957,112 in 2022 to $1,862,558 in 2023, in line with revenue growth[398]. - Operating expenses rose to $6,068,297 in 2023, a 97% increase from $3,085,002 in 2022, primarily driven by a 162% increase in selling expenses[402]. - Selling expenses increased by $1,532,565 to $2,481,130, largely due to expanded sales and marketing efforts, including increased salaries for new sales personnel[404]. - General and administrative expenses also increased by $1,450,730 to $3,587,167, mainly due to higher salary and welfare expenses related to business expansion[405]. Client Acquisition and Services - The company focuses on client-centric services, aiming to build long-term relationships with entrepreneurs and executives in SMEs[280]. - The company aims to provide a comprehensive range of services to meet the evolving demands of clients[329]. - The management team and existing client referrals are crucial for client acquisition and retention, contributing to brand building[383]. - The company plans to enhance client acquisition through free or low-priced seminars to promote brand and services[382]. - The company has developed a powerful network effect, enhancing the value of its platform and driving more registrations[332]. Market and Growth Potential - The number of SMEs in China is expected to grow at a CAGR of 9.8% from 2021 to 2026, providing a solid foundation for the company's future development[277]. - The company is positioned to benefit from the rise of government support funds in China, enhancing its market opportunities[333]. - The company anticipates requiring additional cash resources in the future for business expansion and potential acquisitions, which may necessitate selling additional equity or debt securities[446]. Regulatory Environment - The company is subject to various regulations regarding foreign debt, which must be registered with SAFE within 15 business days after entering into a foreign debt contract[354]. - The upper limit for foreign debts for the company is set at 200% of its net assets, as per the PBOC Circular 9[355]. - The company has not faced any restrictions imposed by foreign investment laws and regulations in the PRC, allowing for smooth business operations[342]. - The company is compliant with the regulations governing intellectual property rights in China, including trademarks and copyrights[344]. - The company’s operations are governed by multiple regulatory bodies, including MOFCOM and NDRC, ensuring adherence to local laws[334]. Future Outlook - A severe or prolonged economic slowdown could adversely affect demand for corporate consulting and advisory services[388]. - The company aims to invest significantly in hiring and retaining financial consultancy professionals to sustain growth[386]. - The company believes its current cash and financing are sufficient to support operations for at least the next 12 months[446].

IPO and Financial Overview - The company completed its initial public offering on April 20, 2023, selling 2,750,000 Class A Ordinary Shares at $4.00 per share, generating approximately $11.0 million in gross proceeds[283]. - Total revenues decreased by 50% or $3,172,343, from $6,294,667 in 2021 to $3,122,324 in 2022[407]. - The company experienced a net loss of $771,483 in 2022 compared to a net income of $2,308,626 in 2021[406]. - General and administrative expenses increased significantly to $2,136,437, representing 68% of total operating expenses in 2022[406]. - The company reported a net cash used in operating activities of $1,395,937 for the year ended December 31, 2022, compared to a net cash provided of $3,774,372 in 2021, indicating a shift in cash flow dynamics[454]. - The company believes its current cash and financing are sufficient to support operations for at least the next 12 months, but may require additional resources for future expansions or acquisitions[462]. Revenue Breakdown - Approximately 64% of total revenues for the fiscal year ended December 31, 2022, were generated from advisory and transaction services[319]. - Revenues from advisory and transaction services decreased from $3,878,847 (62% of total revenues) in 2021 to $2,000,219 (64% of total revenues) in 2022[408]. - Revenues from corporate business training services fell by 83% from $1,467,563 (23% of total revenues) in 2021 to $256,356 (8% of total revenues) in 2022[410]. - Corporate consulting services revenues increased by 3% from $839,531 in 2021 to $862,081 in 2022[411]. - The revenue from corporate business training services accounted for 8% of total revenue in 2022, down from 23% in 2021, indicating a shift in service demand[416]. Client Engagement and Services - The company held over 100 seminars in 2022 across various cities in China, with more than 10,000 attendees participating in its corporate business training services since inception[298][303]. - The company aims to assist SMEs in China in achieving their goals of becoming public companies through tailored fundraising strategies[341]. - The company provides a full suite of consulting services tailored to address clients' strategic financial needs throughout the fundraising process[332]. - The company’s business model focuses on providing tailored services throughout the business life cycle, enhancing client relationships and loyalty[290]. - The company engages in identifying potential clients through various channels, including inbound inquiries and industry conferences, with over 10,000 attendees at its seminars as of December 31, 2021[329]. Regulatory Compliance - The Company operates under the legal framework established by the National People's Congress and various ministries, ensuring compliance with regulations affecting business activities in the PRC[349]. - The Company is not listed on the 2021 Negative List, allowing it to conduct business through its wholly owned PRC subsidiary without restrictions from foreign investment laws[353]. - The Foreign Investment Law, effective from January 1, 2020, implements a pre-establishment national treatment system plus a negative list for foreign investment, which the Company adheres to[354]. - The Company must comply with the Special Administrative Measures for the Access of Foreign Investment, which governs foreign investment in various sectors[353]. - The Company is required to allocate 10% of its after-tax profits to a common reserve, which is not distributable as cash dividends, under the PRC Company Law[372]. Operational Challenges and Future Plans - The impact of the COVID-19 pandemic continued to affect business performance, leading to cancellations and delays in services[403]. - The company plans to enhance client acquisition through free or low-priced seminars to attract new clients[396]. - The company aims to invest in hiring and retaining financial consultancy professionals to sustain growth[400]. - The company has developed a comprehensive range of services to meet the evolving demands of clients, incorporating corporate business training into consulting projects[344]. Financial Performance and Taxation - Gross profit for 2022 was $2,165,212, with a gross margin of 69%, down from $4,937,869 and 78% in 2021, indicating a 9% decrease in overall gross profit rate[417]. - The PRC Enterprise Income Tax Law applies a uniform 25% tax rate on worldwide income for resident enterprises, with specific regulations for foreign entities[386]. - The maximum withholding tax rate on dividend payments from PRC foreign invested companies to overseas investors is 20%, reduced to 10% under certain conditions[372]. - Other net income decreased to $27,194 in 2022 from $42,625 in 2021, primarily due to a reduction in interest income[422].