Guangzhou, China, Sept. 04, 2025 — Top KingWin Ltd (referred to as “Top KingWin” or the “Company”) (Nasdaq: WAI) announced today its plan to implement a reverse share split of its outstanding class A ordinary shares, with a par value of $0.0025 per share (the “Ordinary Shares”), at a ratio of 1-for-25. This action is scheduled to become effective at the start of business on Monday, September 8, 2025.
Our Ordinary Shares are expected to commence trading on a reverse share split-adjusted basis when The Nasdaq Capital Market (“Nasdaq”) opens on Monday, September 8, 2025. Following the reverse share split, the Ordinary Shares will carry a new par value of $0.0625 per share and will continue to be traded on Nasdaq under the existing symbol “WAI,” but with a new CUSIP number, G8923U129. The purpose of this reverse share split is to enable the Company to regain compliance with Nasdaq’s minimum bid price requirement of $1.00 per Ordinary Share, essential for its continued listing.
No fractional shares will be issued as a result of the reverse share split; instead, all fractional interests will be rounded up to the nearest whole number of Ordinary Shares. Furthermore, the reverse share split will also apply to Ordinary Shares that are issuable upon the exercise of the Company’s outstanding derivative securities, with proportionate adjustments to be made to their exercise prices and the number of derivatives, as well as under the Company’s equity incentive plans.
This reverse share split is anticipated to reduce the total number of issued and outstanding Ordinary Shares of the Company from approximately 47 million to approximately 1.9 million.
On August 14, 2025, the Company’s shareholders formally approved the 1-for-25 reverse share split of the Ordinary Shares.
VStock Transfer, LLC has been appointed as the exchange agent and paying agent for this reverse share split. Shareholders who hold their shares in book-entry form or through brokerage accounts are not required to take any action regarding the reverse share split.
VStock Transfer, LLC will provide specific instructions to any shareholders holding physical certificates concerning the process for exchanging their pre-reverse share split share certificates for ownership in book-entry form or for new share certificates on a post-reverse share split basis. Shareholders are advised to contact their bank, broker, or custodian with any procedural inquiries.
About Top KingWin Ltd
Top KingWin primarily serves entrepreneurs and executives within small and medium-sized enterprises in China. The services provided by Top KingWin to its clientele include (i) corporate business training services, which mainly focus on delivering advanced knowledge and new perspectives on capital markets; (ii) corporate consulting services, primarily offering tailored corporate consulting to meet clients’ distinct financial needs; (iii) advisory and transaction services, focused on connecting entrepreneurs and businesses with diverse capital sources; and (iv) sales of devices designed to support artificial intelligence data collection and analysis. The Company’s mission is to offer comprehensive services that address clients’ requirements throughout every stage of their development and expansion.
Forward-Looking Statements
This press release contains forward-looking statements. All statements in this press release that are not purely historical facts are considered forward-looking statements, including but not limited to, the intended use of proceeds from the Company’s offering, the intentions, beliefs, or current expectations of Top KingWin and its management, along with the assumptions underpinning such statements. These forward-looking statements involve inherent known and unknown risks and uncertainties and are based on current expectations and projections regarding future events and financial trends that the Company believes could influence its financial condition, operational results, business strategy, and financial requirements. Investors can identify these forward-looking statements by terms or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to,” or other similar expressions. The Company does not commit to updating forward-looking statements to reflect subsequent events or circumstances, or changes in its expectations, except as legally mandated. While the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot guarantee that such expectations will prove correct, and the Company cautions investors that actual results may differ materially from the anticipated outcomes. Investors are encouraged to review other factors that may impact its future results in the Company’s registration statement and its other filings with the SEC.
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