Guangzhou, China, May 01, 2025 (GLOBE NEWSWIRE) -- Top KingWin Ltd (“Top KingWin” or the “Company”) (Nasdaq: WAI) today announced that it will effect a reverse share split of its outstanding class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), at a ratio of 1-for-25, to be effective at the open of business on Monday, May 5, 2025.

Our Ordinary Shares will begin trading on a reverse share split-adjusted basis at the opening of The Nasdaq Capital Market (“Nasdaq”) on or around Monday, May 5, 2025. Following the reverse share split, the Ordinary Shares will have a new par value of $0.0025 per share and will continue to trade on Nasdaq under the symbol “WAI” with the new CUSIP number, G8923U111. The reverse share split is intended for the Company to regain compliance with the minimum bid price requirement of $1.00 per Ordinary Share for continued listing on Nasdaq.

No fractional shares will be issued in connection with the reverse share split and all such fractional interests will be rounded up to the nearest whole number of Ordinary Shares. In addition, the reverse share split will apply to the Ordinary Shares issuable upon the exercise of the Company’s outstanding derivative securities, with proportionate adjustments to be made to the exercise prices and number of derivates thereof and under the Company’s equity incentive plans.

The reverse share split will reduce the number of issued and outstanding shares of the Company’s Ordinary Shares from approximately 180 million to approximately 7.2 million.

On April 22, 2025, the shareholders of the Company approved the reverse share split of the Ordinary Shares, at a ratio of 1-for-25.

VStock Transfer, LLC is acting as the exchange agent and paying agent for the reverse share split. Shareholders holding their shares in book-entry form or in brokerage accounts need not take any action in connection with the reverse share split.

VStock Transfer, LLC will provide instructions to any shareholders with certificates regarding the process in connection with the exchange of pre-reverse share split share certificates for ownership in book-entry form or share certificates on a post-reverse share split basis. Shareholders are encouraged to contact their bank, broker or custodian with any procedural questions.

About Top KingWin Ltd

Top KingWin’s main clients are entrepreneurs and executives in small and medium-sized enterprises in China. Services provided by Top KingWin to its clients including (i) corporate business training services, which mainly focus on providing training services of advanced knowledge and new perspectives on the capital markets, (ii) corporate consulting services, which mainly focus on providing a combination of customized corporate consulting services to fulfill client's unique financial needs, (iii) advisory and transaction services, which mainly focus on connecting entrepreneurs and businesses with diversified sources of capital, and (iv) sales of devices to support artificial intelligence data collection and analysis. Its mission is to provide comprehensive services to address clients' needs throughout all phases of their development and growth.

Forward-Looking Statements

This press release contains forward-looking statements. All statements other than statements of historical fact in this press release are forward-looking statements, including but not limited to, the use of proceeds from the Company's offering, the intent, belief or current expectations of Top KingWin and members of its management, as well as the assumptions on which such statements are based. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words 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 undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company's registration statement and in its other filings with the SEC.

For more information, please contact:

Bonnie

Email: [email protected]