0001213900-23-034697.txt : 20230501 0001213900-23-034697.hdr.sgml : 20230501 20230501163440 ACCESSION NUMBER: 0001213900-23-034697 CONFORMED SUBMISSION TYPE: NT 20-F PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221231 FILED AS OF DATE: 20230501 DATE AS OF CHANGE: 20230501 EFFECTIVENESS DATE: 20230501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Top KingWin Ltd CENTRAL INDEX KEY: 0001938865 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 20-F SEC ACT: 1934 Act SEC FILE NUMBER: 001-41672 FILM NUMBER: 23874304 BUSINESS ADDRESS: STREET 1: ROOM 1304, BLG NO. 25, TIAN'AN HQ CENTER STREET 2: NO. 555, NORTH PANYU AVE., DONGHUAN ST. CITY: GUANGZHOU STATE: F4 ZIP: 511400 BUSINESS PHONE: 8618219445669 MAIL ADDRESS: STREET 1: ROOM 1304, BLG NO. 25, TIAN'AN HQ CENTER STREET 2: NO. 555, NORTH PANYU AVE., DONGHUAN ST. CITY: GUANGZHOU STATE: F4 ZIP: 511400 NT 20-F 1 ea177768-nt20f_topking.htm NOTIFICATION OF LATE FILING

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One):	☐ Form 10-K ☒ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR

	For Period Ended: December 31, 2022

	☐ Transition Report on Form 10-K
	☐ Transition Report on Form 20-F
	☐ Transition Report on Form 11-K
	☐ Transition Report on Form 10-Q
	☐ Transition Report on Form N-SAR

	For the Transition Period Ended: ________________________

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

PART I -- REGISTRANT INFORMATION

TOP KINGWIN LTD

(Full Name of Registrant)

N/A

(Former Name if Applicable)

Room 1304, Building No. 25, Tian’an Headquarters Center, No. 555

North Panyu Avenue, Donghuan Street

(Address of Principal Executive Office (Street and Number))

Panyu District, Guangzhou, Guangdong Province, PRC

Zip: 511400

(City, State and Zip Code)

PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and

	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III -- NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Top KingWin Ltd (the “Company”) was unable, without unreasonable effort or expense, to file its Annual Report on Form 20-F for the fiscal year ended December 31, 2022 (the “Annual Report”) on a timely basis, as it still is completing audit procedures with its independent registered accounting firm. The Company anticipates that it will file the Annual Report no later than the fifteenth calendar day following the prescribed filing date.

PART IV -- OTHER INFORMATION

(1)	Name and telephone number of person to contact in regard to this notification

Ruilin Xu		+86		400-661-3113
(Name)		(Area Code)		(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

	Yes☒ No☐

(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

	Yes ☐ No☒
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Top KingWin Ltd

(Name of Registrant as Specified in Charter)

Date: May 1, 2023	By	/s/ Ruilin Xu
		Name:	Ruilin Xu
		Title:	Chief Executive Officer