TOP KINGWIN LTD
February 10, 2023
Jennie Beysolow
Division of Corporation Finance
Office of Trade & Services
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C., 20549
| Re: | Top KingWin Ltd |
Registration Statement on Form F-1
Filed January 18, 2023
File No. 333-269290
Dear Ms. Beysolow:
This letter is provided to supplement comment #2 in the response letter dated February 8, 2023, in response to the letter dated January 31, 2023 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) addressed to Top KingWin Ltd (the “Company,” “we,” and “our”). For ease of reference, we have recited the Commission’s comment in this response and numbered it accordingly.
Form F-1 filed January 18, 2023
Dilution, page 68
| 2. | Please revise your disclosure to specifically state the dollar value of the adjusted net tangible book value and the pro forma adjusted net tangible book value. Please include in your response the exact calculation of both of these items, including balance sheet line items and actual dollar value of each line items. |
Response: In response to the Staff’s comment, the Company has revised the disclosure on page 68 of the Amendment No. 1 to the Registration Statement on Form F-1 filed with the Commission on February 9, 2022. The Company’s adjusted net tangible book value as of September 30, 2022 was $1,912,645, and its pro forma as adjusted net tangible book value was $13,852,285 (or $15,715,285 if the underwriters’ over-allotment option is exercised in full).
The detailed calculation is as follows:
| Offering without Over-allotment Option | Offering with Full Exercise of Over-allotment Option | |||||||
| Assumed initial public offering price per Class A Ordinary Share | $ | 4.50 | $ | 4.50 | ||||
| Adjusted net tangible book value per Class A Ordinary Share as of September 30, 2022 | $ | 0.23 | $ | 0.23 | ||||
| Increase in pro forma as adjusted net tangible book value per ordinary share attributable to new investors purchasing Class A Ordinary Shares in this offering | $ | 1.01 | $ | 1.12 | ||||
| Pro forma as adjusted net tangible book value per ordinary share after this offering | $ | 1.24 | $ | 1.35 | ||||
| Dilution per Class A Ordinary Share to new investors in this offering | $ | 3.26 | $ | 3.15 | ||||
| Per balance sheet as of September 30, 2022 | ||||||||
| Total assets | 4,744,641 | |||||||
| Intangible assets | 30,418 | |||||||
| Deferred offering costs | 439,640 | |||||||
| Total liabilities | 2,361,938 | |||||||
| Adjusted Net tangible book value as of September 30, 2022 | 1,912,645 | |||||||
| Number of Ordinary Shares issued | 8,213,040 | |||||||
| Adjusted net tangible book value per Class A Ordinary Share as of September 30, 2022 | 0.23 | |||||||
Jennie Beysolow
Division of Corporation Finance
Office of Trade & Services
U.S. Securities and Exchange Commission
February 10, 2023
Page 2 of 2
| Offering without Over-allotment Option | Offering with Full Exercise of Over-allotment Option | |||||||
| Class A shares to be offered in IPO | 3,000,000 | 3,450,000 | ||||||
| Assumed initial public offering price per ordinary share | 4.50 | 4.50 | ||||||
| Proceeds of IPO | 13,500,000 | 15,525,000 | ||||||
| Net tangible book value per Class A Ordinary Share after offering | 15,412,645 | 17,437,645 | ||||||
| Underwriting discounts (7%) | 945,000 | 1,086,750 | ||||||
| Underwriter non-accountable expense allowance (1%) | 135,000 | 155,250 | ||||||
| Accountable expense to underwriter | 200,000 | 200,000 | ||||||
| Estimated other offering expenses | 280,360 | 280,360 | ||||||
| Pro forma as adjusted net tangible book value | 13,852,285 | 15,715,285 | ||||||
| Number of shares after offering | 11,213,040 | 11,663,040 | ||||||
| Pro forma as adjusted net tangible book value per Class A Ordinary Share after this offering | 1.24 | 1.35 | ||||||
We appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Anna Jinhua Wang, Esq., of Robinson & Cole LLP, at (212) 451-2942.
| Very truly yours, | ||
| By: | /s/ Ruilin Xu | |
| Ruilin Xu | ||
| Chief Executive Officer | ||
| cc: | Anna Jinhua Wang, Esq. Robinson & Cole LLP |
