| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Top KingWin Ltd (Name of Issuer) |
Class A Ordinary Shares, par value US$0.0001 per share (Title of Class of Securities) |
G8923U103 (CUSIP Number) |
11/26/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | G8923U103 |
| 1 | Names of Reporting Persons ATW Opportunities Master Fund II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 19,425,810.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
Please see note in Item 4(a).
SCHEDULE 13G |
| CUSIP No. | G8923U103 |
| 1 | Names of Reporting Persons JAK Opportunities VIII LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 19,425,810.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
Please see note in Item 4(a).
SCHEDULE 13G |
| CUSIP No. | G8923U103 |
| 1 | Names of Reporting Persons ATW Partners Opportunities Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 19,425,810.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA, OO |
Comment for Type of Reporting Person:
Please see note in Item 4(a).
SCHEDULE 13G |
| CUSIP No. | G8923U103 |
| 1 | Names of Reporting Persons Kerry Propper | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 19,425,810.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) HC, IN |
Comment for Type of Reporting Person:
Please see note in Item 4(a).
SCHEDULE 13G |
| CUSIP No. | G8923U103 |
| 1 | Names of Reporting Persons Antonio Ruiz-Gimenez | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization SPAIN | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 19,425,810.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) HC, IN |
Comment for Type of Reporting Person:
Please see note in Item 4(a).
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Top KingWin Ltd | |
| (b) | Address of issuer's principal executive
offices: ROOM 1304, BLG NO. 25, TIAN'AN HQ CENTER, NO. 555, NORTH PANYU AVE., DONGHUAN ST., Guangzhou, CHINA, 511400. | |
| Item 2. | ||
| (a) | Name of person filing: ATW Opportunities Master Fund II, L.P.*
JAK Opportunities VIII LLC *
ATW Partners Opportunities Management, LLC*
Antonio Ruiz-Gimenez*
Kerry Propper* | |
| (b) | Address or principal business office or, if
none, residence: 1 Pennsylvania Plaza, 48th Floor
New York, New York 10119 | |
| (c) | Citizenship: ATW Opportunities Master Fund II, L.P. - Delaware
JAK Opportunities VIII LLC - Delaware
ATW Partners Opportunities Management, LLC - Delaware
Antonio Ruiz-Gimenez - Spain
Kerry Propper - United States | |
| (d) | Title of class of securities: Class A Ordinary Shares, par value US$0.0001 per share | |
| (e) | CUSIP No.: G8923U103 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: ATW Opportunities Master Fund II, L.P. - 19,425,810*
JAK Opportunities VIII LLC - 19,425,810*
ATW Partners Opportunities Management, LLC - 19,425,810*
Antonio Ruiz-Gimenez - 19,425,810*
Kerry Propper - 19,425,810*
*The Class A Ordinary Shares (the "Shares") reported herein represents Shares which JAK Opportunities VIII LLC (the "Holding Company") can acquire within sixty (60) days through the exercise of convertible debt issued by Top KingWin Ltd (the "Issuer") on November 26, 2024. The Holding Company is wholly owned by the private fund, ATW Opportunities Master Fund II, L.P. (the "Fund"). ATW Partners Opportunities Management, LLC (the "Adviser") serves as the investment manager to the Fund. Antonio Ruiz-Gimenez and Kerry Propper serve as the managing members of the Adviser (the "Managing Members," and collectively with the Holding Company, Fund, and Adviser, the "Reporting Persons"). By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares owned directly by the Holding Company.
As of the date of this filing, the Holding Company holds convertible debt which is exercisable into Shares. Further, Holding Company's convertible debt is subject to a blocker which prevents the Holding Company from exercising its convertible debt to purchase Shares or otherwise convert such instruments into Shares to the extent that, upon such exercise, the Holding Company, together with its affiliates would beneficially own in excess of 9.99% of the Shares outstanding as a result of such exercise or conversion (the "Blocker").
As such, the percent of class reported herein is giving effect to the Blocker and is based upon a statement in the Issuer's Form F-3/A filed on December 16, 2024 that there were 175,026,751 Shares outstanding as of November 5, 2024 plus the approximate total number of Shares that the Reporting Persons can acquire upon the conversion of its convertible debt subject to the Blocker in accordance with Rule 13d-3(d)(1)(i) under the Act.
This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of the Reporting Person's pecuniary interest, if any, therein. | |
| (b) | Percent of class: ATW Opportunities Master Fund II, L.P. - 9.9%
JAK Opportunities VIII LLC - 9.9%
ATW Partners Opportunities Management, LLC - 9.9%
Antonio Ruiz-Gimenez - 9.9%
Kerry Propper - 9.9 % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: ATW Opportunities Master Fund II, L.P. - 0
JAK Opportunities VIII LLC - 0
ATW Partners Opportunities Management, LLC - 0
Antonio Ruiz-Gimenez - 0
Kerry Propper - 0 | ||
| (ii) Shared power to vote or to direct the
vote: ATW Opportunities Master Fund II, L.P. - 19,425,810*
JAK Opportunities VIII LLC - 19,425,810*
ATW Partners Opportunities Management, LLC - 19,425,810*
Antonio Ruiz-Gimenez - 19,425,810*
Kerry Propper - 19,425,810* | ||
| (iii) Sole power to dispose or to direct the
disposition of: ATW Opportunities Master Fund II, L.P. - 0
JAK Opportunities VIII LLC - 0
ATW Partners Opportunities Management, LLC - 0
Antonio Ruiz-Gimenez - 0
Kerry Propper - 0 | ||
| (iv) Shared power to dispose or to direct the
disposition of: ATW Opportunities Master Fund II, L.P. - 19,425,810*
JAK Opportunities VIII LLC - 19,425,810*
ATW Partners Opportunities Management, LLC - 19,425,810*
Antonio Ruiz-Gimenez - 19,425,810*
Kerry Propper - 19,425,810* | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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Exhibit
Information |
Exhibit I - JOINT FILING STATEMENT |