Form SC 13G - Statement of acquisition of beneficial ownership by individuals
02 February 2024 - 8:31AM
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.
Huang
Fei Holding Co., 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
694,3201
|
| 6 |
Shared
Voting Power
None
|
| 7 |
Sole Dispositive
Power
694,3201
|
| 8 |
Shared Dispositive
Power
None
|
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
694,3201
|
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
| 11 |
Percent of
Class Represented by Amount in Row (9)
6.3%
of total outstanding Class A ordinary shares2
|
| 12 |
Type of Reporting
Person (See Instructions)
CO
|
| 1 | Represents 694,320 Class A ordinary shares of Top KingWin Ltd
(the “Company”) held by Huang Fei Holding Co., Ltd (“Huang Fei Holding”). Huang Fei Holding is a limited liability
company incorporated under the British Virgin Islands laws. The person having voting, dispositive or investment powers over Huang Fei
Holding is Fei Huang. |
| 1 |
Names of
Reporting Persons.
Fei Huang
|
| 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
694,3201
|
| 6 |
Shared Voting
Power
None
|
| 7 |
Sole Dispositive
Power
694,3201
|
| 8 |
Shared Dispositive
Power
None
|
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
694,3201
|
| 10 |
Check if
the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
| 11 |
Percent of
Class Represented by Amount in Row (9)
6.3% of
total outstanding Class A ordinary shares2
|
| 12 |
Type of Reporting
Person (See Instructions)
IN
|
| 1 | Represents 694,320 Class A ordinary shares of Top KingWin Ltd
(the “Company”) held by Huang Fei Holding Co., Ltd (“Huang Fei Holding”). Huang Fei Holding is a limited liability
company incorporated under the British Virgin Islands laws. The person having voting, dispositive or investment powers over Huang Fei
Holding is Fei Huang. |
| Item l(a). | Name of Issuer: |
Top KingWin Ltd
| Iteml (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: |
Huang Fei Holding Co., Ltd
Fei Huang
| Item 2(b). | Address of Principal Business
Office, or if None, Residence: |
For both Huang Fei Holding Co., Ltd and Fei Huang:
No.90, Group 1, Linjiazui, Lishi Town, Jiangjin District,
Chongqing City, PRC
Huang Fei Holding Co., Ltd: The British Virgin Islands
Fei Huang: 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
| Huang Fei Holding Co., Ltd |
|
| |
|
| By: |
/s/ Fei Huang |
|
| |
Name: |
Fei Huang |
|
| |
Title: |
Director |
|
| Fei Huang |
|
| |
|
|
| By: |
/s/ Fei Huang |
|
[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
| |
Huang Fei Holding Co., Ltd |
| |
|
| |
By: |
/s/ Fei Huang |
| |
|
Name: |
Fei Huang |
| |
|
Title: |
Director |
| |
Fei Huang |
| |
|
| |
By: |
/s/ Fei Huang |
[Signature page to joint filing agreement (TCJH
13G)]
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