Correspondence 0001213900-25-009659 from Top KingWin Ltd (WAI) (CIK 0001938865) (WAI)
Top KingWin Ltd (WAI) (CIK 0001938865)
Date: Feb. 3, 2025 · CIK: 0001938865 · Accession: 0001213900-25-009659
AI Filing Summary & Sentiment
File numbers found in text: 333-283030
Referenced dates: January 21, 2025
Letter
VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services Attn: Rucha Pandit and Dietrich King Re: Top KingWin Ltd Registration Statement on Form F-3 Filed November 6, 2024 File No. 333-283030
Dear Rucha Pandit and Dietrich King:
Top KingWin Limited (the “Company”, “WAI,” “we”, “us” or “our”) hereby provide a response to the comments issued in a letter dated January 21, 2025 (the “Staff’s Letter”) regarding the Company’s Form F-3 originally filed on November 6, 2024 (the “F-3”). Contemporaneously, we are filing an amendment to the F-3 via Edgar (the “Amendment No.3”).
In order to facilitate the review by the staff of the Securities and Exchange Commission (the “Staff”) of the Amendment No.3, we have responded to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s comments and correspond to the numbered paragraph in the Staff’s 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.
Response: In response to the Staff’s comment, we amended our disclosure on the cover page of the prospectus, and provided cross-reference to pertinent discussions in the Summary of Risk Factors on page 8 of this prospectus and the Risk Factors section on page 17 of this prospectus.
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.
Response: In response to the Staff’s comment, we amended the disclosure on page 3 of the prospectus by including that our conclusion is based on the opinion of our PRC counsel, Zhejiang T&H Law Firm. We also filed an updated legal opinion of Zhejiang T&H Law Firm as Exhibit 99.1 to this Amendment No.3.
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.
Response: In response to the Staff’s comment, we amended our disclosure in the Summary of Risk Factors and ensured each of them is accompanied by a cross-reference to the relevant individual detailed risk factor in the Risk Factors section from pages 9 to 20 in the prospectus.
For any further comments, please reach out to our counsel at Hunter Taubman Fischer & Li LLC, Joan Wu, Esq. at jwu@htflawyers.com or 212-530-2208.
Very truly yours,
/s/ Ruilin Xu
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CORRESP
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filename1.htm
Top KingWin Limited
Room 1304, Building No. 25, Tian’an
Headquarters Center,
No. 555 North Panyu Avenue, Donghuan
Street
Panyu District, Guangzhou, Guangdong Province,
China
February 3, 2025
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street, N.E.
Washington, D.C. 20549
Attn:
Rucha Pandit and Dietrich King
Re:
Top KingWin Ltd
Registration Statement on Form F-3 Filed November 6, 2024
File No. 333-283030
Dear Rucha Pandit and Dietrich King:
Top KingWin Limited (the “Company”,
“WAI,” “we”, “us” or “our”) hereby provide a response to the
comments issued in a letter dated January 21, 2025 (the “Staff’s Letter”) regarding the Company’s Form
F-3 originally filed on November 6, 2024 (the “F-3”). Contemporaneously, we are filing an amendment to the F-3 via
Edgar (the “Amendment No.3”).
In order to facilitate the
review by the staff of the Securities and Exchange Commission (the “Staff”) of the Amendment No.3, we have responded
to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the
Staff’s comments and correspond to the numbered paragraph in the Staff’s 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.
Response: In response
to the Staff’s comment, we amended our disclosure on the cover page of the prospectus, and provided cross-reference to pertinent
discussions in the Summary of Risk Factors on page 8 of this prospectus and the Risk Factors section on page 17 of this prospectus.
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.
Response: In response
to the Staff’s comment, we amended the disclosure on page 3 of the prospectus by including that our conclusion is based on the
opinion of our PRC counsel, Zhejiang T&H Law Firm. We also filed an updated legal opinion of Zhejiang T&H Law Firm as Exhibit
99.1 to this Amendment No.3.
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.
Response: In response
to the Staff’s comment, we amended our disclosure in the Summary of Risk Factors and ensured each of them is accompanied by a cross-reference
to the relevant individual detailed risk factor in the Risk Factors section from pages 9 to 20 in the prospectus.
For any further comments,
please reach out to our counsel at Hunter Taubman Fischer & Li LLC, Joan Wu, Esq. at jwu@htflawyers.com or 212-530-2208.
Very truly yours,
/s/ Ruilin Xu
Ruilin Xu
Chief Executive Officer
cc:
Hunter Taubman Fischer & Li LLC
2