SEC Comment Letter 0000000000-25-000588 to Top KingWin Ltd (WAI) (CIK 0001938865) (WAI)
Top KingWin Ltd (WAI) (CIK 0001938865)
Date: Jan. 21, 2025 · CIK: 0001938865 · Accession: 0000000000-25-000588
AI Filing Summary & Sentiment
File numbers found in text: 333-283030
Letter
January 21, 2025 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, China, 511400 Re:Top KingWin Ltd. Amendment No. 2 to Registration Statement on Form F-3 Filed January 15, 2025 File No. 333-283030 Dear Ruilin Xu: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our January 6, 2025 letter. Amendment No. 2 to Registration Statement on Form F-3 Cover Page 1.We note your revised disclosure and response to prior comment 2 and reissue it in part. Please amend your disclosure here, on the cover page, to clearly state that, to the extent cash or assets in the business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of the PRC/Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of you or your subsidiaries by the PRC government to transfer cash or assets. On the cover page, please provide cross-references to these other discussions in the summary of risk factors and risk factors sections.
January 21, 2025 Page 2 Prospectus Summary Permissions and Approvals from the PRC Authorities, page 3 2.We note your response to prior comment 4 and reissue it. In this regard, we note your disclosure that you and your subsidiaries "have received from the PRC authorities all requisite licenses, permissions, and approvals needed to engage in the businesses currently conducted in the PRC, which solely include the business licenses that authorize the scope of business operations, and no permission or approval has been denied." Please revise to explain how you arrived at this conclusion and the basis for your conclusion. Summary of Risk Factors Risks Related to Doing Business in China, page 6 3.We note your revised disclosure in response to prior comment 6 and reissue it in part. Please ensure that each summary risk factor related to your operations in China is accompanied by a cross-reference ( title and page ) to the relevant individual detailed risk factor. Please contact Rucha Pandit at 202-551-6022 or Dietrich King at 202-551-8071 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc:Joan Wu
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January 21, 2025
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, China, 511400
Re:Top KingWin Ltd.
Amendment No. 2 to Registration Statement on Form F-3
Filed January 15, 2025
File No. 333-283030
Dear Ruilin Xu:
We have reviewed your amended registration statement and have the following
comment(s).
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our January 6, 2025 letter.
Amendment No. 2 to Registration Statement on Form F-3
Cover Page
1.We note your revised disclosure and response to prior comment 2 and reissue it in
part. Please amend your disclosure here, on the cover page, to clearly state that, to the
extent cash or assets in the business is in the PRC/Hong Kong or a PRC/Hong Kong
entity, the funds or assets may not be available to fund operations or for other use
outside of the PRC/Hong Kong due to interventions in or the imposition of restrictions
and limitations on the ability of you or your subsidiaries by the PRC government to
transfer cash or assets. On the cover page, please provide cross-references to these
other discussions in the summary of risk factors and risk factors sections.
January 21, 2025
Page 2
Prospectus Summary
Permissions and Approvals from the PRC Authorities, page 3
2.We note your response to prior comment 4 and reissue it. In this regard, we note your
disclosure that you and your subsidiaries "have received from the PRC authorities all
requisite licenses, permissions, and approvals needed to engage in the businesses
currently conducted in the PRC, which solely include the business licenses that
authorize the scope of business operations, and no permission or approval has been
denied." Please revise to explain how you arrived at this conclusion and the basis for
your conclusion.
Summary of Risk Factors
Risks Related to Doing Business in China, page 6
3.We note your revised disclosure in response to prior comment 6 and reissue it in part.
Please ensure that each summary risk factor related to your operations in China is
accompanied by a cross-reference ( title and page ) to the relevant individual detailed
risk factor.
Please contact Rucha Pandit at 202-551-6022 or Dietrich King at 202-551-8071 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Joan Wu