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 December 2023
TOP KINGWIN LTD
(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 ☐
Change of Auditor
On December 11, 2023, Top KingWin Ltd (the “Company”),
upon the approval of the board of directors of the Company (the “Board”) and the audit committee of the Board (the “Audit
Committee”), dismissed Marcum Asia CPAs LLP (“Marcum Asia”), the former independent registered public accounting firm
of the Company and appointed OneStop Assurance PAC (PCAOB ID: 6732) (“OneStop”) to serve as its independent registered public
accounting firm for the year ended December 31, 2023.
Marcum Asia’s reports on the
Company’s financial statements for the fiscal year ended December 31, 2022 did not contain an adverse opinion or a disclaimer
of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. Furthermore, during the
Company’s most recent fiscal year, there were no disagreements with Marcum Asia on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction
of Marcum Asia, would have caused Marcum Asia to make reference to the subject matter of the disagreements in connection with its
reports on the Company’s financial statements for such year. Also during this time, there were no “reportable
events,” as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Marcum Asia with a copy of
the above disclosure and requested that Marcum Asia furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission
stating whether or not it agrees with the above statements. A copy of the Marcum Asia’s letter is filed as Exhibit 16.1 to this
Form 6-K.
During the two most recent fiscal years and any
subsequent interim periods prior to the engagement of OneStop, neither the Company, nor someone on behalf of the Company, has consulted
OneStop regarding (i) the application of accounting principles to any specified transaction, either completed or proposed or the type
of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral
advice was provided to the Company that OneStop concluded was an important factor considered by the Company in reaching a decision as
to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement,”
as defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation
S-K, or any other matters set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K .
Financial Statements and Exhibits.
Exhibits:
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.
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Top KingWin Ltd |
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| Date: December 11, 2023 |
By: |
/s/ Ruilin Xu |
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Ruilin Xu |
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Chief Executive Officer |
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