Top KingWin (WAI) terminates Securities Purchase Agreement agreement

As previously disclosed, Top KingWin (NASDAQ: WAI), a Cayman Islands exempted company with limited liability (the “Company”), entered into a Securities Purchase Agreement, dated June 23, 2025 (the “SPA”), with certain institutional purchasers (the “Purchasers”), pursuant to which the Company sold an aggregate of 3,500,000 of its Class A ordinary shares, par value US$0.0025 per share (the “Ordinary Shares”), in a registered direct offering at a purchase price of US$0.4343 per share, for gross proceeds of approximately US$1.52 million (the “Offering”). The Offering closed on June 26, 2025.

On July 7, 2025, the Company and the Purchasers entered into a Termination Agreement and Release (the “Termination Agreement”), pursuant to which the parties agreed to unwind the Offering and terminate the SPA in its entirety. Under the terms of the Termination Agreement, (1) all of the shares of the Company issued to the Purchasers shall be returned to the Company by way of the Company repurchasing such Shares in accordance with its articles of association and holding such purchased shares as treasury shares and canceled in accordance with applicable law; and (2) the Company will pay to each Purchaser the full amount of the purchase price paid by such Purchaser under the SPA following the repurchase of such shares.

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