Exhibit 99.1
The financial statements for the first half year ended June 30, 2026 of Top KingWin Ltd.(the “Company”, “we” or “us”) included herein have not been audited by the Company’s independent registered accounting firm.
TOP KINGWIN LTD
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2026
AND DECEMBER 31, 2025
(In USD)
| June 30, 2026 | December 31, 2025 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Prepayments | ||||||||
| Other receivables | ||||||||
| Intangible Assets - Crypto Assets** | ||||||||
| Current assets of discontinued operations | ||||||||
| Total current assets | ||||||||
| NON-CURRENT ASSETS | ||||||||
| Property and equipment, net | ||||||||
| Non-current assets of discontinued operations | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | $ | |||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | ||||||||
| Due to related parties | ||||||||
| Taxes payable | ||||||||
| Accruals and other payables | ||||||||
| Current liabilities of discontinued operations | ||||||||
| Total current liabilities | ||||||||
| Operating lease liabilities - non-current | ||||||||
| Total non-current liabilities | ||||||||
| TOTAL LIABILITIES | $ | |||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Class A ordinary shares, $ | $ | $ | ||||||
| Class B ordinary shares, $ | ||||||||
| Additional paid-in capital | ||||||||
| Statutory reserve | ||||||||
| Accumulated deficits | ( | ) | ( | ) | ||||
| Accumulated other comprehensive gain/(loss) | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||
| * |
| ** |
TOP KINGWIN LTD
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME AND
COMPREHENSIVE (LOSS) INCOME FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
(In USD)
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| REVENUES | ||||||||
| COST OF REVENUES | ( | ) | ( | ) | ||||
| GROSS PROFIT | ||||||||
| OPERATING EXPENSES | ||||||||
| Selling expenses | ( | ) | ( | ) | ||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Total operating expenses | ( | ) | ( | ) | ||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ||||
| OTHER INCOME (EXPENSE), NET | ||||||||
| Other income | - | |||||||
| Other expense | ( | ) | ( | ) | ||||
| Total other income, net | ( | ) | ||||||
| NET LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | ( | ) | ( | ) | ||||
| NET LOSS FROM CONTINUING OPERATIONS ATTRIBUTABLE TO THE COMPANY’S SHAREHOLDERS | $ | ( | ) | $ | ( | ) | ||
| DISCONTINUED OPERATIONS | ||||||||
| Net income/(loss) from discontinued operations | ( | ) | ||||||
| NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS ATTRIBUTABLE TO THE COMPANY’S SHAREHOLDERS | ( | ) | ||||||
| NET LOSS | ( | ) | ( | ) | ||||
| Other comprehensive (loss)/gain | ||||||||
| Foreign currency translation(loss) /gain | ( | ) | ||||||
| TOTAL COMPREHENSIVE LOSS | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted loss per share* | $ | ( | ) | $ | ( | ) | ||
| Weighted average number of common shares outstanding - basic and diluted* | ||||||||
| * |
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TOP KINGWIN LTD
UNAUDITED INTERIM CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
(In USD)
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Net loss from continuing operations | ( | ) | ( | ) | ||||
| Net loss from discontinued operations | ( | ) | ||||||
| Adjustments to reconcile net income to cash (used in) operating activities: | ||||||||
| Provision (reverse) for doubtful accounts | ||||||||
| Depreciation and amortization | ||||||||
| Finance expenses | ||||||||
| Non-cash operating lease expenses | ||||||||
| Share-based compensation expenses | ||||||||
| Foreign exchange gain | ( | ) | ||||||
| Changes in assets and liabilities | ||||||||
| Accounts receivable | ( | ) | ||||||
| Other receivables | ( | ) | ( | ) | ||||
| Prepayments | ( | ) | ||||||
| Intangible Assets - Crypto Assets | ( | ) | ||||||
| Other non-current assets | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Accruals and other payables | ( | ) | ||||||
| Taxes payable | ( | ) | ||||||
| Operating lease liabilities | ( | ) | ||||||
| Net cash provided by/(used in) operating activities, continuing operations | ( | ) | ||||||
| Net cash provided by/(used in)operating activities, discontinuing operations | ( | ) | ||||||
| Net cash provided by/(used in) operating activities | ( | ) | ||||||
| Cash flows from investing activities | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Proceeds from disposal of subsidiaries | ||||||||
| Net cash provided by investing activities from continuing operations | ||||||||
| Net cash provided by investing activities | ||||||||
| Cash flows from financing activities | ||||||||
| Proceeds from issuance of convertible notes | ||||||||
| Cash paid for stock issuance costs | ( | ) | ||||||
| Net cash provided by financing activities from continuing operations | ||||||||
| Net cash provided by financing activities from discontinued operations | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rates on cash | ( | ) | ( | ) | ||||
| Net decrease in cash and restricted cash | ( | ) | ( | ) | ||||
| Cash and restricted cash at beginning of period | ||||||||
| Cash and restricted cash at end of period | $ | $ | ||||||
| Cash at end of period from continuing operations | $ | $ | ||||||
| Restricted cash at end of period from continuing operations | ||||||||
| Cash at end of year from discontinued operations | ||||||||
| Restricted cash at end of year from discontinued operations | ||||||||
| Cash and restricted cash at end of period | $ | $ | ||||||
| Supplemental disclosure information | ||||||||
| Cash paid for interest expenses | $ | $ | ||||||
| Cash paid for income tax | $ | $ | ||||||
| Supplemental disclosure of non-cash financing activities: | ||||||||
| Operating lease asset obtained in exchange for operating lease obligation | $ | $ | ||||||
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TOP KINGWIN LTD
Notes to the Condensed Interim Consolidated Financial Statements
Unaudited - Expressed in United States Dollars
For the six months ended June 30, 2026 and 2025
| 1. | General information and basis of presentation |
General information
Top KingWin Ltd and its consolidated subsidiaries (collectively referred to as the “Group” or the “Company”) primarily provide three main corporate services, including sales of devices to support AI data collection and analysis to its clients in the People’s Republic of China (the “PRC”); and sales of robots in the United States.
Top KingWin Ltd.(Referred as “KingWin”)
is a Cayman Islands holding company incorporated on February 16, 2022. It wholly owns Sky KingWin Ltd (“KingWin BVI”, BVI,
incorporated March 15, 2022) and directly holds
The principal subsidiaries through which the Company conducted its business operations as of June 30, 2026 are described below:
| Name of Entity | Background | Ownership | Principle activities | |||
| Sky Kingwin Ltd | KingWin ( | |||||
| SKY KINGWIN (HK) LIMITED | KingWin BVI ( | |||||
| Shenzhen Tiancheng Chuangxin Technology Co., Ltd. (formerly known as “Shenzhen Tomorrow Innovation Core Technology Co., Ltd.”) | KingWin HK ( Incorporated on Aug 19, 2024 | |||||
| Guji Technology (Shenzhen) Co., Ltd. | Shenzhen Tiancheng Chuangxin Technology Co., Ltd. ( Acquired on Aug 29, 2024 | |||||
| Top Kingwin Hi Tech lnc. | Sky Kingwin Ltd ( Incorporated on March 6, 2025 | |||||
| Top Kingwin Technology Inc. | America (US) Company | Top KingWin Ltd. ( Incorporated on February 23, 2025 |
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Basis of Presentation
The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”).
The accompanying unaudited interim condensed consolidated balance sheet as of June 30, 2026, the unaudited interim condensed consolidated statements of (loss) income and comprehensive (loss) income and cash flows for the six months ended June 30, 2026 and 2025, and the related footnote disclosures are unaudited. These unaudited interim condensed consolidated financial statements of the Company are prepared in accordance with U.S. GAAP for interim financial statements using accounting policies that are consistent with those used in the preparation of the Company’s audited consolidated financial statements for the year ended December 31, 2025. These unaudited interim condensed consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited interim condensed consolidated financial statements contain all normal recurring adjustments necessary to present fairly the consolidated financial position, operating results and cash flows of the Company for each of the periods presented. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2025.
| 2. | Revenue recognition |
The Company’s revenues are recognized when persuasive evidence of an arrangement exists, service has occurred, and all performance obligations have been performed pursuant to the terms of the agreement, the sales price is fixed or determinable and collectability is reasonably assured. The Company revenue agreements generally do not include a right of return in relation to the delivered products or services. Depending on the terms of the agreement and the laws that apply to the agreement, service obligations may be delivered over time or at a point in time. Control of the services is transferred over time if the Company’s performance:
| - | provides all of the benefits received and consumed simultaneously by the client; | |
| - | creates and enhances an asset that the client controls as the Company performs; or | |
| - | does not create an asset with an alternative use to the Company and the Company has an enforceable right to payment for performance complete to date. |
If control of services transfers over time, revenue is recognized over the period of the agreement by reference to progress toward complete satisfaction of that performance obligation. Otherwise, revenue is recognized at a point in time when the client obtains control of the services.
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The Company currently generates its revenue from the following table presents revenues by service categories for the six months ended June 30, 2026 and 2025, respectively:
| For the Six Months Ended June 30, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| Service Category | $ | % of revenues | $ | % of revenues | ||||||||||||
| Revenues from sales of devices to support AI data collection and analysis | % | % | ||||||||||||||
| Revenue from sales of robots | % | |||||||||||||||
| Total revenues from continuing operations | % | % | ||||||||||||||
| Total revenues from discontinued operations | % | % | ||||||||||||||
| Total revenues | % | % | ||||||||||||||
Timing of revenue recognition
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Point in Time | ||||||||
| Total Revenue | ||||||||
| 3. | Expenses by nature |
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cost of revenue (Note 3 (i)) | ||||||||
| Payroll and employee benefits (Note 3 (ii)) | ||||||||
| Depreciation and amortization | ||||||||
| Professional services fee | ||||||||
| Provision (reverse) for credit loss | ||||||||
| Office and other expenses | ||||||||
| Total cost of revenue, administrative expenses and selling expenses | ||||||||
| For the Six Months Ended June 30, | ||||||||
| i) Service Category | 2026 | 2025 | ||||||
| Cost of goods sold from sales of devices to support AI data collection and analysis | ||||||||
| Cost of goods sold from sales of robots | ||||||||
| Total cost | ||||||||
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| For the Six Months Ended June 30, | ||||||||
| ii) Payroll and employee benefits: | 2026 | 2025 | ||||||
| Payroll and employee benefits incurred and classified as selling and administration expenses: | ||||||||
| Salaries, allowances, bonus, benefits and in kind | ||||||||
| Share based payments | ||||||||
| Payroll and employee benefits incurred and classified as cost of revenue | ||||||||
| 4. | Loss per share |
(a) Basic loss per ordinary share
The calculation of basic loss per ordinary share is based on the loss attributable to ordinary equity shareholders of the Company divided by the weighted average number of ordinary shares outstanding.
(b) Diluted loss per ordinary share
Diluted loss per ordinary share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all potential dilutive ordinary shares.
There was no difference between basic and diluted loss per ordinary share during the six months ended June 30, 2026 and 2025.
The following table sets forth the basic and diluted net loss per share computation and provides a reconciliation of the numerator and denominator for the six months ended June 30, 2026 and 2025 presented:
| As of June 30, | ||||||||
| 2026 | 2025 | |||||||
| Numerator: | ||||||||
| Net loss attributable to KingWin’s shareholders | ( | ) | ( | ) | ||||
| Denominator: | ||||||||
| Weighted average number of ordinary shares outstanding-basic and diluted | ||||||||
| Denominator for basic and diluted net loss per share calculation | ||||||||
| Basic and diluted net loss per share attributable to ordinary shareholders of KingWin’s shareholders | ( | ) | ( | ) | ||||
| 5. | Property, equipment and intangible assets |
During the six months ended June 30, 2026, the
Group incurred capital expenditure on property, equipment and intangible assets with a cost of $
For the six-month ended June 30, 2026 and 2025, no impairment losses were recognized with respect to property, equipment, and intangible assets.
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| 6. | Prepayments |
As of June 30, 2026, the balance of advance payments
was $
Prepayments consist of the following:
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Prepayments for the hardware devices | $ | $ | ||||||
| Prepayments for the services cost | ||||||||
| Less: Provision for credit loss | ( | ) | ( | ) | ||||
| Total Prepayments for the services cost | ||||||||
In September 2024, the Company made aggregate advance payments of CNY
| 7. | Share-based payments |
The Corporation’s 2026 Equity
Incentive Plan was formally adopted on May 8, 2026, with the objectives of fostering long-term corporate success, attracting and
retaining high-caliber personnel, and aligning the interests of employees with those of the shareholders. The Plan encompasses a
variety of equity grant options. In June 2026, under this scheme, a total of
| 8. | Equities Roll forward Schedule |
| Class A ordinary shares | Class B ordinary shares | Additional paid-in | Statutory | (Accumulated deficits) | Accumulated other comprehensive | Total shareholders’ | ||||||||||||||||||||||||||||||
| Shares* | Amount | Shares* | Amount | capital | reserve | earnings | income (loss) | equity | ||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Share-based payments | ||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Disposal of subsidiary | - | - | ( | ) | ||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||||
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| 9. | Material related party transactions |
Parties are considered to be related if one party
has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial
and operational decisions.
| Name of Related Parties | Relationship with the Company | |
| Mr. Ruilin Xu | ||
| Mr. Dongliang Mao | ||
| Guangzhou Tiancheng Capital Management Group Co., Ltd. (“Tiancheng Capital”) | ||
| Infinity worldwide holding., Ltd. |
Key management personnel compensation
| As of June 30, | As of June 30, | |||||||
| 2026 | 2025 | |||||||
| Short-term employment benefits (excluding discretionary bonus) | ||||||||
| Discretionary bonus | ||||||||
| Share based payments | ||||||||
Except for the above, there is no other transactions between with the company and its related parties for the six months ended June 30, 2026 and 2025.
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Balances with related parties
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Due to related parties * | ||||||||
| Guangzhou Tiancheng Capital Management Group Co., Ltd. | ||||||||
| Infinity worldwide holding ltd | ||||||||
| Total due to related parties | $ | $ | ||||||
| * |
| 10. | Discontinued Operations |
Disposal of Guangdong Tiancheng Jinhui Enterprise Development Group Co., Ltd. and its subsidiaries
Due to uncertainty in the future of the business,
in June 2026, the Company sold all of its assets and liabilities related to the corporate consulting services of Guangdong Tiancheng Jinhui
Enterprise Development Group Co., Ltd. and its subsidiaries with an effective date of June 18, 2026. The business was sold
for cash consideration of $
Revenue and expenses related to all discontinued operations are detailed in the table below in US dollars:
| June 30, 2026 | June 30, 2025 | |||||||
| $ | $ | |||||||
| Revenue | ||||||||
| Cost of revenue | ( | ) | ( | ) | ||||
| Selling expenses | ( | ) | ||||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Other (expenses) income | ( | ) | ( | ) | ||||
| Loss from disposal of discontinued operations | ( | ) | ||||||
| Results of discontinued operations | ( | ) | ||||||
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Assets and liabilities related to all discontinued operations are detailed in the table below in US dollars:
| June 30, 2026 | December 31, 2025 | |||||||
| ASSETS | ||||||||
| Current assets | $ | $ | ||||||
| Cash and cash equivalents | ||||||||
| Accounts receivable, net | ||||||||
| Prepayment | ||||||||
| Other receivables | ||||||||
| Current assets of discontinued operations | ||||||||
| NON-CURRENT ASSETS | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Non current assets of discontinued operations | ||||||||
| Total assets of discontinued operations | ||||||||
| LIABILITIES | ||||||||
| Current liabilities | $ | $ | ||||||
| Accounts payable | ||||||||
| Accounts payable - related party | ||||||||
| Advance from clients | ||||||||
| Due to related parties | ||||||||
| Taxes payable | ||||||||
| Accruals and other payables | ||||||||
| Total current liabilities of discontinued operations | ||||||||
| Total liabilities of discontinued operations | ||||||||
| 11. | Subsequent Event |
This following disclosure is contained in the Form 6-K dated July 24, 2026. On August 31, 2026, the Company will hold an extraordinary general meeting to vote on nine proposals constituting post-balance sheet events, including the increase of authorized share capital, amendment to the rights of Class B ordinary shares, corporate name change to Nexpu Ltd, adoption of multiple restated memoranda and articles of association to match revised capital structures, implementation of share capital reduction and reorganization, authorization of the board to conduct share consolidation within a two-year period, corresponding constitutional document updates for share consolidation, and the approval and adoption of the Class B Ordinary Shares Incentive Plan.
On July 17, 2026, the Company filed a Registration
Statement on Form S-8 with the SEC to register
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