Nexpu Ltd 6-K/A, filed Jan 21, 2025
Nexpu Ltd. (DPU)
About this 6-K/A
Nexpu Ltd filed this 6-K/A on January 21, 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 January 2025
(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
Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Unaudited Interim Consolidated Financial Statements as of June 30, 2024 and for the Six Months Ended June 30, 2024 and 2023 | |
| 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: January 21, 2025 | By: | /s/ Ruilin Xu |
| Ruilin Xu | ||
| Chief Executive Officer | ||
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Exhibit 99.1
The financial statements for the first half year ended June 30, 2024 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, 2024
AND DECEMBER 31, 2023
(In USD)
| June 30, 2024 | December 31, 2023 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable, net | ||||||||
| Prepayments | ||||||||
| Due from related parties | ||||||||
| Other receivables | ||||||||
| Total current assets | ||||||||
| NON-CURRENT ASSETS | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| Goodwill | ||||||||
| 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 | ||||||||
| 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) Retained earnings | ( | ) | ( | ) | ||||
| Accumulated other comprehensive 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, 2024 AND 2023
(In USD)
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2024 | 2023 | |||||||
| 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 loss | ( | ) | ( | ) | ||||
| TOTAL COMPREHENSIVE LOSS | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted loss per share* | $ | ( | ) | $ | ( | ) | ||
| Weighted average number of common shares outstanding - basic and diluted* | ||||||||
| * |
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TOP KINGWIN LTD
UNAUDITED INTERIM CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2023
(In USD)
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2024 | 2023 | |||||||
| 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 | ||||||||
| Non-cash operating lease expenses | ||||||||
| Share-based compensation expenses | ||||||||
| Foreign exchange gain | ( | ) | ||||||
| Deferred tax expenses | ||||||||
| Changes in assets and liabilities | ||||||||
| Accounts receivable | ( | ) | ||||||
| Other receivables | ( | ) | ( | ) | ||||
| Prepayments | ( | ) | ||||||
| Accounts receivable - related party | ( | ) | ||||||
| Due from related parties | ( | ) | ||||||
| Other non-current assets | ||||||||
| Accounts payable | ( | ) | ||||||
| Accruals and other payables | ||||||||
| Advance from clients | ( | ) | ||||||
| Taxes payable | ( | ) | ||||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchase of property and equipment | ( | ) | ||||||
| Purchase of intangible assets | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities | ||||||||
| IPO proceeds net of deferred offering cost | ||||||||
| 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, 2024 and 2023
| 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 three main corporate services, including corporate business training, corporate consulting, advisory and transaction services 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”) which was established on October 25, 2018 under the law of the PRC.
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, 2024, the unaudited interim condensed consolidated statements of (loss) income and comprehensive (loss) income and cash flows for the six months ended June 30, 2024 and 2023, 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, 2023. 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, 2023.
| 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.
| For the Six Months Ended June 30, | ||||||||||||||||
| 2024 | 2023 | |||||||||||||||
| Service Category | $ | % of revenues | $ | % of revenues | ||||||||||||
| Advisory and transaction services | % | % | ||||||||||||||
| Corporate business training services | % | % | ||||||||||||||
| Corporate consulting services | % | % | ||||||||||||||
| Others | % | % | ||||||||||||||
| Total revenues | % | % | ||||||||||||||
| For the six months ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| Point in Time | ||||||||
| Over Time | ||||||||
| Total Revenue | ||||||||
| For the six months ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| Customer A | % | |||||||
| Customer B | % | |||||||
| Customer C | % | |||||||
| 3. | Expenses by nature |
| For the six months ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| 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 | 2024 | 2023 | ||||||
| Advisory and transaction services | ||||||||
| Corporate business training services | ||||||||
| Corporate consulting services | ||||||||
| Others | ||||||||
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| For the Six Months Ended June 30, 2024 and 2023 | ||||||||
| ii) Payroll and employee benefits: | 2024 | 2023 | ||||||
| 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, 2024 and 2023 | ||||||||
| iii) Depreciation and amortization： | 2024 | 2023 | ||||||
| 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, 2024 and 2023.
| As of June 30, | ||||||||
| 2024 | 2023 | |||||||
| 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, 2024, the
Group incurred capital expenditure on property, equipment and intangible assets with a cost of $
For the six-month ended June 30, 2024 and 2023, no impairment losses were recognized with respect to property, equipment, and intangible assets.
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| 6. | Business combination and goodwill |
In December 2023, Sky KingWin Ltd (referred to
as “Buyer”) entered into an agreement with Future Scope Advisors LTD, Visionary Strategies LTD, Mr. Zhiliang Hu and Ms. Li
Qian . This agreement allowed the Buyer to acquire
The acquisition of the
| Amounts | ||||
| Cash acquired | $ | |||
| Accounts receivable, net | ||||
| Prepayments | ||||
| Other receivables, net | ||||
| Property and equipment, net | ||||
| Intangible assets, net | ||||
| Accounts payable | ( | ) | ||
| Advance from clients | ( | ) | ||
| Accrued expenses and other payables | ( | ) | ||
| Goodwill | ||||
| Total consideration | $ | |||
The impairment loss of goodwill for the six months ended June 30, 2024 was .
| 7. | Share-based payments |
The Corporation’s 2024 Equity Incentive Plan was
formally adopted on February 22, 2024, 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 April 2024, 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, 2023 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Share-based payments | ||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||
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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. Siqi Cao | ||
| Shenzhen CIC Consulting Co., Ltd. | ||
| Shenzhen Zhongtou Shunshi Investment Management Co.,Ltd. | ||
| Shenzhen Qianhai Jingwei Wisdom Investment Consultant Co.,Ltd. | ||
| Shenzhen Zhongtou Industrial Planning & Consulting Co.,Ltd. | ||
| Shenzhen Zhongtou Big Data Technology Co.,Ltd. | ||
| Ms. Li Qian | ||
| Shenzhen Zhongtou Industrial Treasure Network Co.,Ltd. | ||
| Mr. Zhiliang Hu | ||
| Infinity worldwide holding.,Ltd. | ||
| Shaanxi Tiancheng Jinhui Investment Co., Ltd. (Formally known as “Shaanxi Tiancheng Enterprise Management Consulting Co., Ltd.”) | ||
| Guangzhou Tianyi Technology Co., Ltd. (Formally known as “Tiancheng New Retail Investment Holding (Guangdong) Co., Ltd.”) | ||
| Shenzhen Investment Consulting Co., Ltd. | ||
| Mr. Guangyuan Wei | ||
| Mr. Hongqing Zhang |
| As of June 30, | As of June 30, | |||||||
| 2024 | 2023 | |||||||
| 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, 2024 and 2023.
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| June 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Accounts payable-related party | ||||||||
| Guangzhou Tiancheng Capital Management Group Co., Ltd. | $ | $ | ||||||
| $ | $ | |||||||
| Due from related parties | ||||||||
| Shenzhen CIC Consulting Co., Ltd. | $ | $ | ||||||
| Shenzhen Zhongtou Shunshi Investment Management Co. | ||||||||
| Shenzhen Qianhai Jingwei Wisdom Investment Consultant Co. | ||||||||
| Shenzhen Zhongtou Industrial Planning & Consulting Co. | ||||||||
| Shenzhen Zhongtou Big Data Technology Co. | ||||||||
| Mr. Guangyuan Wei | ||||||||
| Ms. Li Qian | ||||||||
| Mr. Zhiliang Hu | ||||||||
| Shenzhen Investment Consulting Co., Ltd. | ||||||||
| Shenzhen Zhongtou Industrial Treasure Network Co. | ||||||||
| Mr. Hongqing Zhang | ||||||||
| $ | $ | |||||||
| Due to related parties | ||||||||
| Mr. Ruilin Xu (the Company’s Chief Executive Officer) | $ | $ | ||||||
| Infinity worldwide holding ltd | ||||||||
| Shenzhen Qianhai Jingwei Wisdom Investment Consultant Co. | ||||||||
| Shenzhen Zhongtou Industrial Planning & Consulting Co. | ||||||||
| Shenzhen Zhongtou Industrial Treasure Network Co. | ||||||||
| Ms. Li Qian | ||||||||
| Mr. Zhiliang Hu | ||||||||
| $ | $ | |||||||
| 10. | Subsequent Event |
On September 5, 2024, the Company entered into
a securities purchase agreement with 25 investors (the “Purchasers”), pursuant to which the Company agreed to sell up to $
The Company plans to use the proceeds from this Offering to launch its AI powered IT solution business. The Company, through its subsidiary in China, plan to purchase servers and chips, leveraging its supply chain advantages, customize such hardware by installing AI-powered system and software solutions, and ultimately offer such integrated solutions to clients in the intelligent manufacturing, urban construction, and healthcare industries.
On November 25, 2024, the Company entered into
a securities purchase agreement with a selling shareholder (the “Selling Shareholder”). Following the fulfillment of all closing
conditions, the Company issued a convertible note to the Selling Shareholder on November 26, 2024, in the original principal amount of
$
On December 30, 2024, Sky KingWin Ltd (“Sky
KingWin”), a wholly-owned subsidiary of the Company, entered into certain share purchase agreement (the “Asset Disposition
SPA”) with Industry Insights Consulting LTD (the “Target”), a wholly-owned subsidiary of Sky KingWin, and Bosera Asset
Management Co., Ltd., a New York company. The Purchaser agreed to purchase the Target in exchange for cash consideration of USD
On January 14, 2025, Sky KingWin and Bosera Asset
Management Co., Ltd entered into a supplemental agreement to the Asset Disposition SPA (the “Supplemental Agreement”) and
stipulated that the payment date for the Purchase Price is extended until March 31, 2025 (the “Extended Payment Date”). If
the Purchase Price is not fully paid by the Extended Payment Date, a penalty of
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