SEC Comment Letter 0000000000-23-001016 to Top KingWin Ltd (WAI) (CIK 0001938865) (WAI)
Top KingWin Ltd (WAI) (CIK 0001938865)
Date: Feb. 1, 2023 · CIK: 0001938865 · Accession: 0000000000-23-001016
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-269290
Letter
United States securities and exchange commission logo January 31, 2023 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 Registration Statement on Form F-1 Filed January 18, 2023 File No. 333-269290 Dear Ruilin Xu: We have reviewed your 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 amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Form F-1 filed January 18, 2023 We may experience extreme stock price volatility unrelated to our actual or expected operating performance..., page 56 1.We note your response to comment 2. Please revise to disclose as you do in your January 18, 2023 letter, that there are no known factors particular to your offering that may add to this risk. 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
FirstName LastNameRuilin Xu Comapany NameTop KingWin Ltd January 31, 2023 Page 2 FirstName LastName Ruilin Xu Top KingWin Ltd January 31, 2023 Page 2 items and actual dollar value of each line items. Executive Compensation, page 124 3.Please revise to update your executive compensation disclosure for fiscal year 2022. This comment also applies to your Related Party Transactions disclosure.
Exhibits 4.We note that your disclosure indicates that your PRC counsel, Jingtian & Gongcheng, is of the opinion that you are not subject to a cybersecurity review under the Measures for Cybersecurity Review (2021), however, Exhibit 99.1 does not appear to speak to this issue. Please revise or advise.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. 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
January 31, 2023
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
Registration Statement on Form F-1
Filed January 18, 2023
File No. 333-269290
Dear Ruilin Xu:
We have reviewed your 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 amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form F-1 filed January 18, 2023
We may experience extreme stock price volatility unrelated to our actual or expected operating
performance..., page 56
1.We note your response to comment 2. Please revise to disclose as you do in your January
18, 2023 letter, that there are no known factors particular to your offering that may add to
this risk.
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
FirstName LastNameRuilin Xu
Comapany NameTop KingWin Ltd
January 31, 2023 Page 2
FirstName LastName
Ruilin Xu
Top KingWin Ltd
January 31, 2023
Page 2
items and actual dollar value of each line items.
Executive Compensation, page 124
3.Please revise to update your executive compensation disclosure for fiscal year 2022. This
comment also applies to your Related Party Transactions disclosure.
Exhibits
4.We note that your disclosure indicates that your PRC counsel, Jingtian & Gongcheng, is
of the opinion that you are not subject to a cybersecurity review under the Measures for
Cybersecurity Review (2021), however, Exhibit 99.1 does not appear to speak to this
issue. Please revise or advise.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
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.