Nexpu Ltd 6-K, filed Sep 10, 2025
Nexpu Ltd. (DPU)
About this 6-K
Nexpu Ltd filed this 6-K on September 10, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September
(Exact name of registrant as specified in its charter)
Room 1304, Building No. 25, Tian’an Headquarters Center, No. 555
North Panyu Avenue, Donghuan Street
Panyu District, Guangzhou, Guangdong
Province, PRC
Zip: 511400
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
The Company is furnishing this Form 6-K to provide six-month interim financial statements and incorporate such financial statements into the Company’s registration statements referenced below. .
This Form 6-K is hereby incorporated by reference into the registration statements of the Company on Form S-8 (Registration Number 333-289521, filed on August 12, 2025), to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Unaudited Interim Consolidated Financial Statements as of June 30, 2025 and for the Six Months Ended June 30, 2025 and 2024 | |
| 101.INS* | Inline XBRL Instance Document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 104* | Cover Page Interactive Data File formatted as Inline XBRL and contained in Exhibit 101 |
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Top KingWin Ltd | ||
| Date: September 10, 2025 | By: | /s/ Ruilin Xu |
| Ruilin Xu | ||
| Chief Executive Officer | ||
2
Exhibit 99.1
The financial statements for the first half year ended June 30, 2025 of Top KingWin Ltd (the “Company”, “we” or “us”) included herein have not been audited by the Company’s independent registered accounting firm.
TOP KINGWIN LTD
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2025
AND DECEMBER 31, 2024
(In USD)
| June 30, 2025 | December 31, 2024 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable, net | ||||||||
| Accounts receivables, related parties | ||||||||
| Prepayments | ||||||||
| Other receivables | ||||||||
| Total current assets | ||||||||
| NON-CURRENT ASSETS | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| Other non-current assets | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | $ | |||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | ||||||||
| Accounts payable - related party | ||||||||
| Operating lease liabilities - current | ||||||||
| Advance from clients | ||||||||
| Due to related parties | ||||||||
| Taxes payable | ||||||||
| Bonds Payable-short term | ||||||||
| Accruals and other payables | ||||||||
| Total current liabilities | ||||||||
| Operating lease liabilities - non-current | ||||||||
| Total non-current liabilities | ||||||||
| TOTAL LIABILITIES | $ | |||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Class A ordinary shares, $ | $ | $ | ||||||
| Class B ordinary shares, $ | ||||||||
| Additional paid-in capital | ||||||||
| Statutory reserve | ||||||||
| Accumulated deficits | ( | ) | ( | ) | ||||
| Accumulated other comprehensive gain/(loss) | ( | ) | ||||||
| Total shareholders’ equity | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||
| * |
TOP KINGWIN LTD
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME AND
COMPREHENSIVE (LOSS) INCOME FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(In USD)
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| REVENUES | ||||||||
| COST OF REVENUES | ( | ) | ( | ) | ||||
| GROSS PROFIT | ||||||||
| OPERATING EXPENSES | ||||||||
| Selling expenses | ( | ) | ( | ) | ||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Total operating expenses | ( | ) | ( | ) | ||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ||||
| OTHER INCOME (EXPENSE), NET | ||||||||
| Other income | ||||||||
| Other expense | ( | ) | ( | ) | ||||
| Total other income, net | ( | ) | ||||||
| NET LOSS BEFORE INCOME TAXES | ( | ) | ( | ) | ||||
| Income tax expense | ( | ) | ||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | ||
| Other comprehensive loss | ||||||||
| Foreign currency translation gain/(loss) | ( | ) | ||||||
| TOTAL COMPREHENSIVE LOSS | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted loss per share* | $ | ( | ) | $ | ( | ) | ||
| Weighted average number of common shares outstanding - basic and diluted* | ||||||||
| * |
2
TOP KINGWIN LTD
UNAUDITED INTERIM CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(In USD)
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net income to cash (used in) operating activities: | ||||||||
| Provision (reverse) for doubtful accounts | ( | ) | ( | ) | ||||
| Depreciation and amortization | ||||||||
| Finance expenses | ||||||||
| Non-cash operating lease expenses | ||||||||
| Share-based compensation expenses | ||||||||
| Foreign exchange gain | ( | ) | ( | ) | ||||
| Changes in assets and liabilities | ||||||||
| Accounts receivable | ||||||||
| Other receivables | ( | ) | ( | ) | ||||
| Prepayments | ||||||||
| Due from related parties | ( | ) | ||||||
| Other non-current assets | ||||||||
| Accounts payable | ( | ) | ( | ) | ||||
| Accruals and other payables | ||||||||
| Advance from clients | ( | ) | ||||||
| Taxes payable | ( | ) | ( | ) | ||||
| Accounts payable - related party | ( | ) | ||||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Purchase of intangible assets | ( | ) | ||||||
| Proceeds from disposal of subsidiaries | ||||||||
| Net cash used in investing activities | ( | ) | ||||||
| Cash flows from financing activities | ||||||||
| Due to other parties | ||||||||
| Proceeds from issuance of convertible notes | ||||||||
| Cash paid for stock issuance costs | ( | ) | ||||||
| Due from related parties | ||||||||
| Due to related parties | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rates on cash | ( | ) | ( | ) | ||||
| Net increase (decrease) in cash and restricted cash | ( | ) | ( | ) | ||||
| Cash and restricted cash at beginning of period | ||||||||
| Cash and restricted cash at end of period | $ | $ | ||||||
| Cash at end of period | $ | $ | ||||||
| Restricted cash at end of period | ||||||||
| Cash and restricted cash at end of period | $ | $ | ||||||
| Supplemental disclosure information | ||||||||
| Cash paid for interest expenses | $ | $ | ||||||
| Cash paid for income tax | $ | $ | ||||||
| Supplemental disclosure of non-cash financing activities: | ||||||||
| Operating lease asset obtained in exchange for operating lease obligation | $ | $ | ||||||
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TOP KINGWIN LTD
Notes to the Condensed Interim Consolidated Financial Statements
Unaudited - Expressed in United States Dollars
For the six months ended June 30, 2025 and 2024
| 1. | General information and basis of presentation |
General information
Top KingWin Ltd and its consolidated subsidiaries (collectively referred to as the “Group” or the “Company”) primarily provide four main corporate services, including corporate business training, corporate consulting, advisory, transaction services and sales of devices to support AI data collection and analysis to its clients in the People’s Republic of China (the “PRC”).
Top KingWin Ltd (Referred as “KingWin”) is a holding company incorporated in Cayman Island on February 16, 2022 under the laws of the Cayman Islands. The Company has no substantial operations other than holding all of the outstanding share capital of Sky Kingwin Ltd (Referred as “KingWin BVI”) established under the laws of the British Virgin Islands on March 15, 2022. KingWin BVI is also a holding company holding all of the outstanding equity of SKY KINGWIN (HK) LIMITED (Referred as “KingWin HK”) which was incorporated in Hong Kong on April 19, 2022. KingWin HK is a holding company holding all of the outstanding equity of Guangdong Tiancheng Jinhui Enterprise Development Co., Ltd. (Referred as “Tiancheng Jinhui”) and Shenzhen Tiancheng Chuangxin Technology Co., Ltd. (referred to as “Tiancheng Chuangxin”). Tiancheng Jinhui was established under the laws of the PRC on October 25, 2018, while Tiancheng Chuangxin was established under the laws of the PRC on August 19, 2024.
Basis of Presentation
The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”).
The accompanying unaudited interim condensed consolidated balance sheet as of June 30, 2025, the unaudited interim condensed consolidated statements of (loss) income and comprehensive (loss) income and cash flows for the six months ended June 30, 2025 and 2024, and the related footnote disclosures are unaudited. These unaudited interim condensed consolidated financial statements of the Company are prepared in accordance with U.S. GAAP for interim financial statements using accounting policies that are consistent with those used in the preparation of the Company’s audited consolidated financial statements for the year ended December 31, 2024. These unaudited interim condensed consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited interim condensed consolidated financial statements contain all normal recurring adjustments necessary to present fairly the consolidated financial position, operating results and cash flows of the Company for each of the periods presented. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2024.
| 2. | Revenue recognition |
The Company’s revenues are recognized when persuasive evidence of an arrangement exists, service has occurred, and all performance obligations have been performed pursuant to the terms of the agreement, the sales price is fixed or determinable and collectability is reasonably assured. The Company revenue agreements generally do not include a right of return in relation to the delivered products or services. Depending on the terms of the agreement and the laws that apply to the agreement, service obligations may be delivered over time or at a point in time. Control of the services is transferred over time if the Company’s performance:
| - | provides all of the benefits received and consumed simultaneously by the client; | |
| - | creates and enhances an asset that the client controls as the Company performs; or | |
| - | does not create an asset with an alternative use to the Company and the Company has an enforceable right to payment for performance complete to date. |
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If control of services transfers over time, revenue is recognized over the period of the agreement by reference to progress toward complete satisfaction of that performance obligation. Otherwise, revenue is recognized at a point in time when the client obtains control of the services.
The Company currently generates its revenue from the following table presents revenues by service categories for the six months ended June 30, 2025 and 2024, respectively:
| For the Six Months Ended June 30, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| Service Category | $ | % of revenues | $ | % of revenues | ||||||||||||
| Advisory and transaction services | % | % | ||||||||||||||
| Corporate business training services | % | % | ||||||||||||||
| Corporate consulting services | % | % | ||||||||||||||
| Revenues from sales of devices to support AI data collection and analysis | % | |||||||||||||||
| Others | % | % | ||||||||||||||
| Total revenues | % | % | ||||||||||||||
Timing of revenue recognition
| For the six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Point in Time | ||||||||
| Over Time | ||||||||
| Total Revenue | ||||||||
| 3. | Expenses by nature |
| For the six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Cost of revenue (Note 3 (i)) | ||||||||
| Payroll and employee benefits (Note 3 (ii)) | ||||||||
| Depreciation and amortization (Note 3 (iii)) | ||||||||
| Professional services fee | ||||||||
| Provision (reverse) for credit loss | ( | ) | ( | ) | ||||
| Office and other expenses | ||||||||
| Total cost of revenue, administrative expenses and selling expenses | ||||||||
| For the Six Months Ended June 30, | ||||||||
| i) Service Category | 2025 | 2024 | ||||||
| Advisory and transaction services | ||||||||
| Corporate business training services | ||||||||
| Corporate consulting services | ||||||||
| Cost goods sold from sales of devices to support AI data collection and analysis | ||||||||
| Others | ||||||||
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| For the Six Months Ended June 30, | ||||||||
| ii) Payroll and employee benefits: | 2025 | 2024 | ||||||
| Payroll and employee benefits incurred and classified as selling and administration expenses: | ||||||||
| Salaries, allowances, bonus, benefits and in kind | ||||||||
| Contributions to defined contribution retirement plan | ||||||||
| Share based payments | ||||||||
| Payroll and employee benefits incurred and classified as cost of revenue | ||||||||
| For the Six Months Ended June 30, | ||||||||
| iii) Depreciation and amortization： | 2025 | 2024 | ||||||
| Property and equipment | ||||||||
| Intangible assets | ||||||||
| Right of use assets | ||||||||
| 4. | Loss per share |
(a) Basic loss per ordinary share
The calculation of basic loss per ordinary share is based on the loss attributable to ordinary equity shareholders of the Company divided by the weighted average number of ordinary shares outstanding.
(b) Diluted loss per ordinary share
Diluted loss per ordinary share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all potential dilutive ordinary shares.
There was no difference between basic and diluted loss per ordinary share during the six months ended June 30, 2025 and 2024.
The following table sets forth the basic and diluted net loss per share computation and provides a reconciliation of the numerator and denominator for the six months ended June 30, 2025 and 2024 presented:
| As of June 30, | ||||||||
| 2025 | 2024 | |||||||
| Numerator: | ||||||||
| Net loss attributable to Top KingWin’s shareholders | ( | ) | ( | ) | ||||
| Denominator: | ||||||||
| Weighted average number of ordinary shares outstanding-basic and diluted | ||||||||
| Denominator for basic and diluted net loss per share calculation | ||||||||
| Basic and diluted net loss per share attributable to ordinary shareholders of Top KingWin’s shareholders | ( | ) | ( | ) | ||||
| 5. | Property, equipment and intangible assets |
During the six months ended June 30, 2025, the Group incurred capital
expenditure on property, equipment and intangible assets with a cost of $
For the six-month ended June 30, 2025 and 2024, no impairment losses were recognized with respect to property, equipment, and intangible assets.
| 6. | Prepayments |
As of June 30, 2025, the balance of advance payments
was $
In September 2024, the Company made an advance
payment of $
6
| 7. | Share-based payments |
The Corporation’s 2025 Equity Incentive Plan was formally adopted on April 22, 2025, with the objectives
of fostering long-term corporate success, attracting and retaining high-caliber personnel, and aligning the interests of employees with
those of the shareholders. The Plan encompasses a variety of equity grant options. In June 2025, under this scheme, a total of
| 8. | Equities Roll forward Schedule |
| Class A ordinary shares | Class B ordinary shares | Additional paid-in | Statutory | (Accumulated deficits) | Accumulated other comprehensive | Total shareholders’ | ||||||||||||||||||||||||||||||
| Shares* | Amount | Shares* | Amount | capital | reserve | earnings | income (loss) | equity | ||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Capital Contribution | - | |||||||||||||||||||||||||||||||||||
| Share-based payments | ||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | ||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||||||||
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| 9. | Material related party transactions |
Parties are considered to be related if one party
has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial
and operational decisions.
| Name of Related Parties | Relationship with the Company | |
| Guangzhou Tiancheng Capital Management Group Co., Ltd. (“Tiancheng Capital”) | ||
| Mr. Ruilin Xu | ||
| Mr. Zhiliang Hu | ||
| Shenzhen CIC Consulting Co., Ltd. | ||
| Shenzhen Zhongtou Shunshi Investment Management Co. | ||
| Shenzhen Zhongtou Big Data Technology Co. | ||
| Shenzhen Zhongtou Industrial Treasure Network Co. | ||
| Infinity worldwide holding., Ltd. |
Key management personnel compensation
| As of June 30, | As of June 30, | |||||||
| 2025 | 2024 | |||||||
| Short-term employment benefits (excluding discretionary bonus) | ||||||||
| Discretionary bonus | ||||||||
| Share based payments | ||||||||
Except for the above, there is no other transactions between with the company and its related parties for the six months ended June 30, 2025 and 2024.
8
Balances with related parties
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Accounts payable-related party | ||||||||
| Guangzhou Tiancheng Capital Management Group Co., Ltd. | $ | $ | ||||||
| Subtotal | ||||||||
| Less: Total accounts payable-related party from discontinued operations | ||||||||
| Total accounts payable-related party | $ | $ | ||||||
| Due from related parties * | ||||||||
| Shenzhen CIC Consulting Co., Ltd. | $ | $ | ||||||
| Shenzhen Zhongtou Shunshi Investment Management Co. | ||||||||
| Shenzhen Zhongtou Big Data Technology Co. | ||||||||
| Mr. Zhiliang Hu | ||||||||
| Shenzhen Zhongtou Industrial Treasure Network Co. | ||||||||
| Subtotal | ||||||||
| Less: Total due from related parties from discontinued operations | ||||||||
| Total due from related parties | $ | $ | ||||||
| Due to related parties * | ||||||||
| Mr. Ruilin Xu (the Company’s Chief Executive Officer) | $ | $ | ||||||
| Infinity worldwide holding ltd | ||||||||
| Guangzhou Tiancheng Capital Management Group Co., Ltd. | ||||||||
| Mr. Zhiliang Hu | ||||||||
| Subtotal | ||||||||
| Less: Total due to related parties from discontinued operations | ||||||||
| Total due to related parties | $ | $ | ||||||
| * |
| 10. | Subsequent Event |
On July 7, 2025, the Company entered into a certain
termination agreement with certain investors to unwind the offering in June 2025 and repurchased all
On August 5, 2025, the Company closed a private
placement transaction, where the Company entered into certain securities purchase agreement with certain non-U.S. investors pursuant to
which the Company sold
On August 12, 2025, the Company registered
On September 8, 2025, the Company effected a reverse share split of its Class A Ordinary Shares at the ratio of 25-for-1, effective at the open of business on September 8, 2025.
On September 9, 2025, the Company entered into a letter agreement with
a subsidiary of ATW Partners LLC, pursuant to which both parties mutually release each other and their related persons and entities from
any claims or liabilities of any kind arising on or before the date of this agreement in connection with the Company’s $
9