SEC Comment Letter 0000000000-22-013942 to Top KingWin Ltd (WAI) (CIK 0001938865) (WAI)
Top KingWin Ltd (WAI) (CIK 0001938865)
Date: Dec. 28, 2022 · CIK: 0001938865 · Accession: 0000000000-22-013942
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo December 28, 2022 Ruilin Xu Chief Executive Officer Top KingWin Ltd Room 1304, Building No. 25, Tian’an Headquarters Center, No. 555 North Panyu Avenue, Donghuan Street Panyu District, Guangzhou, Guangdong Province, PRC 511400 Re:Top KingWin Ltd Amendment No. 2 to Draft Registration Statement on Form F-1 Submitted December 12, 2022 CIK No. 0001938865 Dear Ruilin Xu: We have reviewed your amended draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Form F-1/A (DRS) filed December 12, 2022 Prospectus Summary Certain Risks and Limitations Related to Doing Business in China, page 2 1.We note your response to comment 3. Your discussion of the limitations on cash transfers appears to discuss solely those in the PRC. Revise to also discuss limitations applicable to Hong Kong, given your Hong Kong subsidiary. Please make consistent revisions as applicable throughout the document.
FirstName LastNameRuilin Xu Comapany NameTop KingWin Ltd December 28, 2022 Page 2 FirstName LastName Ruilin Xu Top KingWin Ltd December 28, 2022 Page 2 Risk Factors We may experience extreme stock price volatility unrelated to our actual or expected operating performance..., page 56 2.Please revise to address any known factors particular to your offering that may add to this risk as applicable. You may contact Amy Geddes at 202-551-3304 or Lyn Shenk at 202-551-3380 if you have questions regarding comments on the financial statements and related matters. Please contact Jennie Beysolow at 202-551-8108 or Mara Ransom at 202-551-3264 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Anna Jinhua Wang, Esq.
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United States securities and exchange commission logo
December 28, 2022
Ruilin Xu
Chief Executive Officer
Top KingWin Ltd
Room 1304, Building No. 25, Tian’an Headquarters Center, No. 555
North Panyu Avenue, Donghuan Street
Panyu District, Guangzhou, Guangdong Province, PRC 511400
Re:Top KingWin Ltd
Amendment No. 2 to
Draft Registration Statement on Form F-1
Submitted December 12, 2022
CIK No. 0001938865
Dear Ruilin Xu:
We have reviewed your amended draft registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Form F-1/A (DRS) filed December 12, 2022
Prospectus Summary
Certain Risks and Limitations Related to Doing Business in China, page 2
1.We note your response to comment 3. Your discussion of the limitations on cash transfers
appears to discuss solely those in the PRC. Revise to also discuss limitations applicable to
Hong Kong, given your Hong Kong subsidiary. Please make consistent revisions as
applicable throughout the document.
FirstName LastNameRuilin Xu
Comapany NameTop KingWin Ltd
December 28, 2022 Page 2
FirstName LastName
Ruilin Xu
Top KingWin Ltd
December 28, 2022
Page 2
Risk Factors
We may experience extreme stock price volatility unrelated to our actual or expected operating
performance..., page 56
2.Please revise to address any known factors particular to your offering that may add to this
risk as applicable.
You may contact Amy Geddes at 202-551-3304 or Lyn Shenk at 202-551-3380 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jennie Beysolow at 202-551-8108 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Anna Jinhua Wang, Esq.