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 November 2024
TOP KINGWIN LTD
(Exact name of registrant as specified in its charter)
Room 1304, Building No. 25, Tian’an Headquarters Center, No. 555
North Panyu Avenue, Donghuan Street
Panyu District, Guangzhou, Guangdong Province, PRC
(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 ☐
Private Placement
On November 25, 2024, the Company entered into certain securities purchase agreement (the “SPA”) with a certain accredited investor (the “Purchaser”) as such term is defined in Rule 501(a) of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to which the Company agreed to issue to the Purchaser a new series of convertible notes in the original principal amount up to $2,500,000 (the “Note”), which Note shall be convertible into class A ordinary shares of the Company, par value of $0.0001 per share (the “Ordinary Shares”), in accordance with the terms of the Note, for $2,250,000 in gross proceeds (the “Offering”). The proceeds will be used for general corporate and working capital purposes at the discretion of the Company.
R.F. Lafferty & Co., Inc. acted as the Company’s exclusive placement agent for this Offering.
The Company and the Purchaser have each made customary representations, warranties and covenants in the SPA. The Note will be issued to the Purchaser upon satisfaction of all closing conditions. The Ordinary Shares issuable upon conversion of the Notes are hereinafter referred to as “Conversion Shares.”
The issuance of the Note is exempt from the registration requirements of the Securities Act pursuant to Regulation D promulgated thereunder. The Company agreed to keep adequate public information available and maintain its Nasdaq listing, while the Note is outstanding. The Company agreed to, within 45 calendar days of the date of the SPA, file an amendment to the Company’s Registration Statement on Form F-3 (Registration No. 333-283030) (as so amended, the “Registration Statement”), which F-3 amendment shall include a prospectus providing for the resale by the Purchaser of all Conversion Shares. The Company shall cause such Registration Statement to become effective within 105 days following the date of the SPA and to keep such Registration Statement effective at all times until the Purchaser owns no Notes or Conversion Shares issuable upon conversion thereof.
The Note bears interest at a rate of 11.75% per annum, subject to adjustment from time to time in accordance with the terms of the Note. All outstanding principal and accrued interest on the Note will become due and payable twelve months after the issuance of the Note (“Issuance Date”), and the Purchaser has the option to extend the maturity term for another twenty-four months upon mutual agreement of the Company and the Purchaser. The Note includes an original issue discount of 10%. The Company may not prepay any portion of the outstanding principal, accrued and unpaid interest or accrued and unpaid late charges on principal and interest, if any. At any time after the Issuance Date, the Note is convertible into validly issued, fully paid and non-assessable Ordinary Shares, on the terms and conditions set forth in the Note. Upon the occurrence of an Event of Default, as defined in the Note, the Purchaser may require the Company to redeem all or any portion of the Note by delivering written notice thereof.
The forms of the SPA and the Note are furnished as Exhibits 99.1 and 99.2, respectively, to this Form 6-K and such documents are incorporated herein by reference. The foregoing is only a brief description of the material terms of the SPA and the Note and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibits.
Exhibits.
| Exhibit No. | Description | |
| 99.1 | Form of the Securities Purchase Agreement | |
| 99.2 | Form of the Note |
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Top KingWin Ltd. | ||
| Date: November 26, 2024 | By: | /s/ Ruilin Xu |
| Name: | Ruilin Xu | |
| Title: | Chief Executive Officer | |
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