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].