Form SC 13G - Statement of acquisition of beneficial ownership by individuals
February 01 2024 - 4:33PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Top KingWin
Ltd
(Name of Issuer)
Class A Ordinary
Shares, par value US$0.0001 per share
(Title of Class of Securities)
G8923U103
(CUSIP Number)
December 31,
2023
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
| * | The remainder of this cover page shall be filled out for
a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 |
Names of Reporting Persons.
TIANCHENGYIHAO Holding Ltd
|
| 2 |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
| 3 |
SEC Use Only
|
| 4 |
Citizenship or Place of Organization
The British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
Sole Voting Power
1,141,9201
|
| 6 |
Shared Voting Power
None
|
| 7 |
Sole Dispositive Power
1,141,9201
|
| 8 |
Shared Dispositive Power
None
|
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,141,9201
|
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
☐
|
| 11 |
Percent of Class Represented by Amount in Row (9)
10.4% of total outstanding Class A ordinary shares2
|
| 12 |
Type of Reporting Person (See Instructions)
CO
|
| 1 | Represents 1,141,920 Class A ordinary shares of Top KingWin
Ltd (the “Company”) held by TIANCHENGYIHAO Holding Ltd (“TIANCHENGYIHAO”). TIANCHENGYIHAO is a limited liability
company incorporated under the British Virgin Islands laws. The person having voting, dispositive or investment powers over TIANCHENGYIHAO
is Youjun Tan. |
| 1 |
Names of Reporting Persons.
Youjun Tan
|
| 2 |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
| 3 |
SEC Use Only
|
| 4 |
Citizenship or Place of Organization
The People’s Republic of China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
Sole Voting Power
1,141,9201
|
| 6 |
Shared Voting Power
None
|
| 7 |
Sole Dispositive Power
1,141,9201
|
| 8 |
Shared Dispositive Power
None
|
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,141,9201
|
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
☐
|
| 11 |
Percent of Class Represented by Amount in Row (9)
10.4% of total outstanding Class A ordinary shares2
|
| 12 |
Type of Reporting Person (See Instructions)
IN
|
| 1 | Represents 1,141,920 Class A ordinary shares of Top KingWin
Ltd (the “Company”) held by TIANCHENGYIHAO Holding Ltd (“TIANCHENGYIHAO”). TIANCHENGYIHAO is a limited liability
company incorporated under the British Virgin Islands laws. The person having voting, dispositive or investment powers over TIANCHENGYIHAO
is Youjun Tan. |
| Item l(a). |
Name of Issuer: |
Top KingWin Ltd
| Item l(b). |
Address of Issuer’s Principal Executive Offices: |
Room 1304, Building No. 25, Tian’an Headquarters Center,
No. 555
North Panyu Avenue, Donghuan Street
Panyu District, Guangzhou, Guangdong Province, PRC
Zip: 511400
| Item 2(a). |
Name of Person Filing: |
TIANCHENGYIHAO Holding Ltd
Youjun Tan
| Item 2(b). |
Address of Principal Business Office, or if None, Residence: |
For both TIANCHENGYIHAO Holding Ltd and Youjun Tan:
No.1 Villager Group, Tiantang Village, Tiantang Town, Yizhang
County, Hunan Province, PRC
TIANCHENGYIHAO Holding Ltd: The British Virgin Islands
Youjun Tan: The People’s Republic of China
| Item 2(d). |
Title of Class of Securities: |
Class A ordinary shares, par value US$0.0001 per share.
G8923U103
| Item 3. |
If this Statement is Filed Pursuant to Rule 13d-l(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
| (a) | ☐ Broker or dealer registered
under section 15 of the Act (15 U.S.C. 780); |
| (b) | ☐ Bank as defined in
section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ☐ Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | ☐ Investment company
registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | ☐ An investment adviser
in accordance with Rule 13d-l(b)(l)(ii)(E); |
| (f) | ☐ An employee benefit
plan or endowment fund in accordance with Rule 13d-l(b)(l)(ii)(F); |
| (g) | ☐ A parent holding company
or control person in accordance with Rule 13d-l(b)(l)(ii)(G); |
| (h) | ☐ A savings associations
as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ A church plan that
is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ☐ A non-U.S. institution
in accordance with Rule 240.13d-l(b)(l)(ii)(J); |
| (k) | ☐ Group, in accordance
with Rule 13d-l(b)(l)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1 (b)(1)(ii)(J), please specify the type
of institution: ___ . |
Provide the following information regarding the aggregate
number and percentage of the class of securities of issuer identified in Item 1.
| (a) | The information required by
Items 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference. |
| (b) | The total number of outstanding
Class A ordinary shares used to calculate the percent of class is 10,963,040 Class A ordinary shares as provided by the Company on December
27, 2023 in a report on Form 6-K regarding its semi-annual report for the six months ended June 30, 2023. |
| (c) | The information required by
Items 4(c) is set forth in Rows 5-8 of the cover page for each Reporting Person and is incorporated herein by reference. |
| Item 5. |
Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Not applicable.
| Item 8. |
Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. |
Notice of Dissolution of Group. |
Not applicable.
Not applicable.
LIST OF EXHIBITS
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 1, 2024
| TIANCHENGYIHAO Holding Ltd |
|
| |
|
| By: |
/s/ Youjun Tan |
|
| |
Name: |
Youjun Tan |
|
| |
Title: |
Director |
|
| Youjun Tan |
|
| |
|
| By: |
/s/ Youjun Tan |
|
[Signature page to 13G (TCJH)]
JOINT FILING AGREEMENT
The undersigned hereby agree that the foregoing
statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-l(k) under the Securities
Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each
of the undersigned without the necessity of filing additional joint filing agreements.
Date: February 1, 2024
| |
TIANCHENGYIHAO Holding Ltd |
| |
|
| |
By: |
/s/ Youjun Tan |
| |
|
Name: |
Youjun Tan |
| |
|
Title: |
Director |
| |
Youjun Tan |
| |
|
| |
By: |
/s/ Youjun Tan |
[Signature page to joint filing agreement (TCJH
13G)]
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