6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2025

TOP KINGWIN LTD

(Exact name of registrant as specified in its charter)

Room 1304, Building No. 25, Tian’an HeadquartersCenter, No. 555

North Panyu Avenue, Donghuan Street

Panyu District, Guangzhou,Guangdong Province, PRC

(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 ☐

Termination of Securities Purchase Agreement

As previously disclosed, Top KingWin Ltd., a Cayman Islands exempted company with limited liability (the “Company”), entered into a Securities Purchase Agreement, dated June 23, 2025 (the “SPA”), with certain institutional purchasers (the “Purchasers”), pursuant to which the Company sold an aggregate of 3,500,000 of its Class A ordinary shares, par value US$0.0025 per share (the “Ordinary Shares”), in a registered direct offering at a purchase price of US$0.4343 per share, for gross proceeds of approximately US$1.52 million (the “Offering”). The Offering closed on June 26, 2025.

On July 7, 2025, the Company and the Purchasers entered into a Termination Agreement and Release (the “Termination Agreement”), pursuant to which the parties agreed to unwind the Offering and terminate the SPA in its entirety. Under the terms of the Termination Agreement, (1) all of the shares of the Company issued to the Purchasers shall be returned to the Company by way of the Company repurchasing such Shares in accordance with its articles of association and holding such purchased shares as treasury shares and canceled in accordance with applicable law; and (2) the Company will pay to each Purchaser the full amount of the purchase price paid by such Purchaser under the SPA following the repurchase of such shares.

The Termination Agreement includes mutual releases and provides that neither party admits any liability or wrongdoing. A copy of the Termination Agreement is furnished herewith as Exhibit 99.1 and incorporated herein by reference. The foregoing summary of the terms of the Termination Agreement is subject to, and qualified in its entirety by such document.

Exhibits

1

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.

2

Exhibit 99.1

TERMINATION AGREEMENT AND RELEASE

This Termination Agreement and Release (this “Agreement”) is entered into as of 7, 2025, by and among Top KingWin Ltd, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and the purchasers identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”). Each of the Company and the Purchasers may be referred to herein as a “Party” and together as the “Parties.”

WHEREAS, the Company and the Purchasers are parties to that certain Securities Purchase Agreement dated as of June 23, 2025 (the “SPA”), pursuant to which the Company agreed to sell 3,500,000 of its class A ordinary shares, par value US$0.0025 per share (“OrdinaryShares”) in a registered direct offering at a purchase price per Ordinary Share of US$0.4343, for gross proceeds of $1,520,050 (the “Purchase Price”);

WHEREAS, the offering contemplated by the SPA closed on June 26, 2025 (the “Closing Date”), on which date the Company issued 3,500,000 Ordinary Shares (the “Shares”) to the Purchasers and the Purchasers paid the Purchase Price to the Company (the “Transaction”);

WHEREAS, the Parties now desire to terminate the SPA and unwind the Transaction, such that all of the Shares issued to the Purchasers will be repurchased by the Company (to be held as treasury shares) at a Purchase Price equal to the relevant consideration paid by the Purchasers in respect of the relevant Shares, in each case as if the Transaction had never occurred;

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

With a copy to (which shall not constitute notice):

[SIGNATURE PAGE FOR PURCHASER FOLLOWS]

3

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: ________________________________________________________

Signature of Authorized Signatory of Purchaser: _________________________________

Name of Authorized Signatory: _______________________________________________

Title of Authorized Signatory: ________________________________________________

Email Address of Authorized Signatory:_________________________________________

Facsimile Number of Authorized Signatory: __________________________________________

Address for Notice to Purchaser:

Subscription Amount: US$_________________

Shares: _________________

EIN Number: _______________________

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