Top KingWin Ltd Announces A 1-For-25 Reverse Share Split; Effective At Market Open On May 5, 2025

Top KingWin Ltd ("Top KingWin" or the "Company") (NASDAQ:WAI) today announced that it will effect a reverse share split of its outstanding class A ordinary shares, par value $0.0001 per share (the "Ordinary Shares"), at a ratio of 1-for-25, to be effective at the open of business on Monday, May 5, 2025. 

Our Ordinary Shares will begin trading on a reverse share split-adjusted basis at the opening of The Nasdaq Capital Market ("Nasdaq") on or around Monday, May 5, 2025. Following the reverse share split, the Ordinary Shares will have a new par value of $0.0025 per share and will continue to trade on Nasdaq under the symbol "WAI" with the new CUSIP number, G8923U111. The reverse share split is intended for the Company to regain compliance with the minimum bid price requirement of $1.00 per Ordinary Share for continued listing on Nasdaq.

No fractional shares will be issued in connection with the reverse share split and all such fractional interests will be rounded up to the nearest whole number of Ordinary Shares. In addition, the reverse share split will apply to the Ordinary Shares issuable upon the exercise of the Company's outstanding derivative securities, with proportionate adjustments to be made to the exercise prices and number of derivates thereof and under the Company's equity incentive plans.

The reverse share split will reduce the number of issued and outstanding shares of the Company's Ordinary Shares from approximately 180 million to approximately 7.2 million.

On April 22, 2025, the shareholders of the Company approved the reverse share split of the Ordinary Shares, at a ratio of 1-for-25.

VStock Transfer, LLC is acting as the exchange agent and paying agent for the reverse share split. Shareholders holding their shares in book-entry form or in brokerage accounts need not take any action in connection with the reverse share split.

VStock Transfer, LLC will provide instructions to any shareholders with certificates regarding the process in connection with the exchange of pre-reverse share split share certificates for ownership in book-entry form or share certificates on a post-reverse share split basis. Shareholders are encouraged to contact their bank, broker or custodian with any procedural questions.