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Top KingWin Ltd's 2025 Financial Report: $1M Convertible Note Offering Insights

$WAI
Form 6-K
Filed on: 2025-02-19
Source
Top KingWin Ltd's 2025 Financial Report: $1M Convertible Note Offering Insights

Key Information Extracted from the Financial Report (Form 6-K) for Top KingWin Ltd:

  1. Filing Type and Date:
  • This document is a Form 6-K, filed on February 19, 2025, by Top KingWin Ltd, a foreign private issuer.
  1. Company Details:
  • Name: Top KingWin Ltd
  • Address: Room 1304, Building No. 25, Tian’an Headquarters Center, No. 555 North Panyu Avenue, Donghuan Street, Panyu District, Guangzhou, Guangdong Province, PRC.
  1. Convertible Note Offering:
  • On February 18, 2025, the company entered into a securities purchase agreement (SPA) with an accredited investor to issue convertible notes with an original principal amount of up to $1,000,000.
  • The offering is expected to generate $900,000 in gross proceeds, to be used for general corporate and working capital purposes.
  1. Terms of the Convertible Notes:
  • Interest Rate: 11.75% per annum.
  • Maturity: The principal and accrued interest will be due twelve months after issuance, with an option for a twenty-four month extension upon mutual agreement.
  • Original Issue Discount: 10%.
  • The notes are convertible into Class A ordinary shares (par value $0.0001).
  1. Additional Tranches:
  • Plans for seven additional closings, including six tranches of notes amounting to up to $4,000,000 each and one tranche up to $4,500,000. This could total an aggregate of up to $28,500,000 in additional financing.
  1. Placement Agent:
  • R.F. Lafferty & Co., Inc. acted as the exclusive placement agent for the offering.
  1. Regulatory Compliance:
  • The issuance of the conversion shares is pursuant to a shelf registration statement (Form F-3) that was declared effective by the SEC on February 13, 2024.
  1. Exhibits:
  • The SPA, the Note, and the leak out agreement are included as exhibits to this report (Exhibits 99.1, 99.2, and 99.3).
  1. Press Release:
  • A press release regarding this matter was issued on February 19, 2025 (Exhibit 99.4).

Summary Insights:

  • The company is actively seeking to raise capital through convertible notes, which may indicate a strategy for growth or operational funding. The high interest rate and original issue discount suggest an effort to attract investors despite potential risks. The planned additional tranches indicate confidence in sustained investor interest and capital needs. The involvement of a placement agent suggests professional guidance in navigating this financial transaction. Compliance with SEC regulations demonstrates an effort to maintain transparency and credibility in the eyes of investors.