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filename1.htm

TOP
KINGWIN LTD

February
10, 2023

Jennie
Beysolow

Division
of Corporation Finance

Office
of Trade & Services

U.S.
Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    Top
    KingWin Ltd

Registration
Statement on Form F-1

Filed
January 18, 2023

File
No. 333-269290

Dear
Ms. Beysolow:

This
letter is provided to supplement comment #2 in the response letter dated February 8, 2023, in response to the letter dated January 31,
2023 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) addressed to Top
KingWin Ltd (the “Company,” “we,” and “our”). For ease of reference, we have recited the Commission’s
comment in this response and numbered it accordingly.

Form
F-1 filed January 18, 2023

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 items
and actual dollar value of each line items.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 68 of the Amendment No. 1 to the Registration
Statement on Form F-1 filed with the Commission on February 9, 2022. The Company’s adjusted net tangible book value as of September
30, 2022 was $1,912,645, and its pro forma as adjusted net tangible book value was $13,852,285 (or $15,715,285 if the underwriters’
over-allotment option is exercised in full).

The
detailed calculation is as follows:

    Offering without
 Over-allotment
 Option
    Offering with
 Full Exercise of
 Over-allotment
 Option

    Assumed initial public offering price per Class A Ordinary Share
    $ 4.50
    $     4.50

    Adjusted net tangible book value per Class A Ordinary Share as of September 30, 2022
    $ 0.23
    $ 0.23

    Increase in pro forma as adjusted net tangible book value per ordinary share attributable to new investors purchasing Class A Ordinary Shares in this offering
    $ 1.01
    $ 1.12

    Pro forma as adjusted net tangible book value per ordinary share after this offering
    $ 1.24
    $ 1.35

    Dilution per Class A Ordinary Share to new investors in this offering
    $ 3.26
    $ 3.15

    Per balance sheet as of September 30, 2022

    Total assets
      4,744,641

    Intangible assets
      30,418

    Deferred offering costs
      439,640

    Total liabilities
      2,361,938

    Adjusted Net tangible book value as of September 30, 2022
      1,912,645

    Number of Ordinary Shares issued
      8,213,040

    Adjusted net tangible book value per Class A Ordinary Share as of September 30, 2022
      0.23

Jennie
Beysolow

Division
of Corporation Finance

Office
of Trade & Services

U.S.
Securities and Exchange Commission

February
10, 2023

Page
2 of 2

    Offering without

 Over-allotment

 Option
    Offering with

 Full Exercise of

 Over-allotment

 Option

    Class A shares to be offered in IPO
      3,000,000
      3,450,000

    Assumed initial public offering price per ordinary share
      4.50
      4.50

    Proceeds of  IPO
      13,500,000
      15,525,000

    Net tangible book value per Class A Ordinary Share after offering
      15,412,645
      17,437,645

    Underwriting discounts (7%)
      945,000
      1,086,750

    Underwriter non-accountable expense allowance (1%)
      135,000
      155,250

    Accountable expense to underwriter
      200,000
      200,000

    Estimated other offering expenses
      280,360
      280,360

    Pro forma as adjusted net tangible book value
      13,852,285
      15,715,285

    Number of shares after offering
      11,213,040
      11,663,040

    Pro forma as adjusted net tangible book value per Class A Ordinary Share after this offering
      1.24
      1.35

We
appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel,
Anna Jinhua Wang, Esq., of Robinson & Cole LLP, at (212) 451-2942.

    Very
    truly yours,

    By:
    /s/
    Ruilin Xu

    Ruilin
    Xu

    Chief
    Executive Officer

    cc:
    Anna
    Jinhua Wang, Esq.

    Robinson & Cole LLP