天成金汇美股招股说明书(2025-06-25版)

PROSPECTUS SUPPLEMENT(To Prospectus dated February 13, 2025) Top KingWin Ltd 3,500,000Class A Ordinary Shares Pursuant to this prospectus supplement and the accompanying prospectus, we are offering 3,500,000 of our class A ordinaryshares, par value $0.0025 each (the “Class A Ordinary Shares”), to certain non-U.S. investors, as defined in the Regulation Spromulgated under the Securities Act of 1933, as amended, at a price of $0.4343 per share pursuant to this prospectus supplement andthe accompanying prospectus. Our Class A Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “WAI.” On June 23, 2025, the lastreported sale price of our Class A Ordinary Shares on the Nasdaq Capital Market was $1.86 per share. The aggregate market value of our outstanding Class A Ordinary Shares held by non-affiliates, or public float, as of April 25,2025, was approximately $28 million, which was calculated based on 7,477,558 Class A Ordinary Shares held by non-affiliates and theper share price of $3.5, which was the closing price of our Class A Ordinary Shares on the Nasdaq Capital Market on April 25, 2025.During the prior 12 calendar month period that ends on and includes the date of this prospectus supplement, we have soldUS$7,826,165 of securities pursuant to General Instruction I.B.5 of Form F-3 and accordingly we may sell up to US$1,520,783 of ourClass A Ordinary Shares hereunder. Investing in our securities involves a high degree of risk. You should purchase our securities only if you can afford acomplete loss of your investment. See “Risk Factors” beginning on page S-4 of this prospectus supplement and on page 9 of theaccompanying prospectus. Neither the Securities and Exchange Commission (the “Commission” or “SEC”) nor any state securities commission hasapproved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or theaccompanying prospectus. Any representation to the contrary is a criminal offense. We expect that delivery of the securities being offered pursuant to this prospectus supplement and the accompanying prospectuswill be made on or about June 25, 2025, subject to customary closing conditions. The date of this prospectus supplement is June 24, 2025 Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTSS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-3RISK FACTORSS-4USE OF PROCEEDSS-5DIVIDEND POLICYS-5CAPITALIZATIONS-5DILUTIONS-6DESCRIPTION OF OUR SECURITIES WE ARE OFFERINGS-6PLAN OF DISTRIBUTIONS-7LEGAL MATTERSS-7EXPERTSS-7INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-8WHERE YOU CAN FIND MORE INFORMATIONS-8ENFORCEABILITY OF CIVIL LIABILITIESS-9INDEMNIFICATION FORSECURITIES ACTLIABILITIESS-9 TABLE OF CONTENTS Page About this ProspectusiiCommonly Used Defined TermsiiiNote Regarding Forward-Looking StatementsivProspectus Summary1Risk Factors9Use of Proceeds21Dilution22Description of Share Capital23Description of Debt Securities36Description of Warrants40Description of Units42Description of Rights43Private Placement45Selling Shareholders46Plan of Distribution47Legal Matters49Experts49Financial Information49Information Incorporated by Reference50Where You Can Find More Information50Enforceability of Civil Liabilities51Indemnification for Securities Act Liabilities52 ABOUT THIS PROSPECTUS On November 6, 2024, we filed with the SEC a registration statement on Form F-3 (File No. 333-283030), as amended, utilizing ashelf registration process relating to the securities described in this prospectus supplement, which registration statement was declaredeffective on February 13, 2025. Under this shelf registration process, we may, from time to time, issue up to $200 million in theaggregate of Class A Ordinary Shares, preferred stock, share purchase contracts, share purchase units, debt securities, warrants, rightsand units. Approximately $197 million will remain available for sale as of the date of this prospectus supplement. This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this securitiesoffering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated byreference into the prospectus. The second part, the accompanying prospectus, gives more general information, some of which does notapply to this offering. You should read this entire prospectus supplement as well as the accompanying prospectus and the documentsincorporated by reference that are described under “Where You Can Find More Information” in this prospectus supplement and theaccompanying prospectus. If the description of the offering varies between this prospectus supplement and the accompanying prospectus, you should rely onthe information contained in this prospectus supplement. However, if any statement in one of these documents is inconsistent with astatement in another document having