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 2024

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

(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 ☐

Enter into a Material Agreement

On December 30, 2024, Sky KingWin Ltd (“Sky KingWin”), a wholly-owned subsidiary of Top KingWin Ltd (the “Company”), entered into certain share purchase agreement (the “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”), which is not an affiliate of the Company or any of its directors or officers. Pursuant to the SPA, the Purchaser agreed to purchase the Target in exchange for cash consideration of USD 480,000 (the “Purchase Price”).

The Company owns 100% of the issued shares of Sky KingWin, which owned 100% of the equity interest of the Target prior to this disposition. Upon the closing of the transaction contemplated by the SPA, the Purchaser will become the sole shareholder of the Target and as a result, assume all assets and liabilities of the Target and the subsidiaries owned or controlled by the Target.

The closing of the disposition is subject to the satisfaction of certain closing conditions including the receipt of the Purchase Price.

The form of the SPA is furnished as Exhibits 99.1 to this Form 6-K and such document is incorporated herein by reference. The foregoing is only a brief description of the material terms of the SPA and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibit.

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.