As filed with the U.S. Securities and Exchange Commission on September 23, 2025 Registration No. 333-290351 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Top Wealth Group Holding Limited (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Cayman Islands 2091 N/A (Primary Standard Industrial Classification Code Number) (I.R.S. Employer ...

As filed with the U.S. Securities and Exchange Commission on September 18, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Top Wealth Group Holding Limited (Exact name of registrant as specified in its charter) | | | (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Units 714 & 715, 7F, Hong Kong Plaza 188 Connaught Road Wes ...

Core Viewpoint - Top Wealth Group Holding Limited has entered into a memorandum of understanding with Jilin Xiuzheng Agriculture and Animal Husbandry Technology Co., Ltd. for a proposed injection of animal-related pharmaceutical products, foods, and supplements business [1][3]. Company Overview - Top Wealth Group Holding Limited is a holding company incorporated in the Cayman Islands, specializing in supplying premium-class sturgeon caviar and operates through its subsidiary in Hong Kong [5]. - The company’s caviar products are endorsed with CITES permits and are sold under private labels as well as its own brand, "Imperial Cristal Caviar," which has seen significant sales growth since its launch [5]. Industry Overview - Jilin Xiuzheng, a member of Xiuzheng Group, specializes in the development and operation of animal-related pharmaceutical products, foods, and supplements [2]. - Xiuzheng Group is recognized as the second largest privately-owned pharmaceutical group in China, achieving sales revenue of RMB67.7 billion in 2024 [2]. Proposed Transaction Details - The MOU outlines that Jilin Xiuzheng will inject its animal-related business, trademarks, copyrights, manufacturing facilities, and distribution rights into Top Wealth in exchange for majority control and voting power [3]. - Following the transaction, Jilin Xiuzheng will have the authority to nominate directors and appoint senior management, while the existing caviar business will continue to be managed by Top Wealth's current team [3]. Market Opportunity - The pet market in China is rapidly growing, with a market size that increased from RMB97.8 billion in 2015 to RMB592.8 billion in 2023, and is projected to reach RMB811.4 billion by 2025 [4]. - The CEO of Top Wealth emphasized the importance of this step to enter the luxury pet market, which presents significant business opportunities as families become wealthier and spend more on pets [4].

Company Overview - Top Wealth Group Holding Limited is a holding company incorporated in the Cayman Islands, with operations conducted through its subsidiary in Hong Kong, Top Wealth Group (International) Limited [4] - The company specializes in supplying premium-class sturgeon caviar, with products endorsed by CITES permits [4] - Top Wealth offers caviar under private labeling for customers and also markets its own brand, "Imperial Cristal Caviar," which has seen significant sales growth since its launch [4] Share Consolidation Announcement - The company announced the approval of a proposed 1-for-90 share consolidation of its Class A and Class B ordinary shares [1] - The share consolidation is aimed at regaining compliance with Nasdaq Marketplace Rule 5550(a)(2) to maintain its listing on the Nasdaq Capital Market [2] - Effective from July 21, 2025, every 90 issued and outstanding ordinary shares will be consolidated into one share of a new par value of US$0.009, with no fractional shares issued [3] - The consolidation was approved by the company's board of directors on June 11, 2025, and by shareholders on April 8, 2025 [3]

Group 1 - Top Wealth Group Holding Limited has been granted an additional 180 calendar days until December 8, 2025, to regain compliance with Nasdaq's minimum bid price requirement of $1 per share [1][2] - If compliance is not achieved by the deadline, Nasdaq will notify the Company of potential delisting, which can be appealed to a Hearings Panel [1] - The Company is actively evaluating options to regain compliance and is committed to making reasonable efforts to meet Nasdaq's continued listing requirements [2] Group 2 - Top Wealth Group Holding Limited is incorporated in the Cayman Islands, with operations conducted through its subsidiary in Hong Kong, specializing in premium-class sturgeon caviar [3] - The Company offers caviar products under private labeling for customers and also markets its own brand, "Imperial Cristal Caviar," which has seen significant sales growth since its launch [3]

Core Insights - The non-fiction novel "The Rise and Fall of the Real Estate Tycoon" has sparked significant interest across various sectors, including real estate, finance, and media, achieving a high ranking on contemporary novel review platforms [3][5][10] Group 1: Publication and Reception - The novel was officially published over twenty days ago and has quickly risen to the 2nd position on Dangdang's contemporary novel review list, with a Douban rating of 9.1, indicating its sustained popularity [3] - The book has been well-received in various fields, leading to discussions and events that highlight its impact on understanding the real estate industry's dynamics [3][10] Group 2: Author's Background and Insights - The author, Zhang Yi, is a member of the Tianjin Writers Association and has a background as a chief reporter for a well-known financial media outlet, which adds credibility to the narrative [5][12] - Zhang Yi's presentation at the "Author Face-to-Face" event focused on the theme "Why the Real Estate and Tycoon Fall," providing unique insights into the real-life inspirations behind the characters in the novel [5][12] Group 3: Themes and Analysis - The novel reflects on the transition of the real estate industry from a "high turnover, high debt" model to a "low growth, operational focus" era, marking a significant shift in industry practices [6] - It explores the complexities of the real estate tycoon archetype, emphasizing the balance between personal capability and the advantages provided by the era [10][12] - The narrative serves as a cautionary tale for those caught in the growth mindset, highlighting the intertwined nature of desire and risk in a seemingly prosperous environment [12][16] Group 4: Literary and Cultural Significance - The book is praised for its balance between literary quality and factual representation, avoiding sensationalism while presenting a nuanced view of the real estate ecosystem [8][10] - It is seen as a critical record of the real estate industry's rise and fall, providing valuable lessons for future generations and serving as a potential case study for academic discussions [10][12] - The narrative's open-ended conclusion leaves readers with new expectations for the evolving real estate landscape, enhancing its relevance in contemporary discourse [16][18]

Regulatory Environment - The company operates primarily in Hong Kong, with no direct operations in Mainland China, which currently mitigates the impact of PRC laws on its business[33]. - There are significant uncertainties regarding the enforcement and interpretation of PRC laws, which could materially affect the company's operations and financial condition[36]. - The PRC government may exert influence over the company's operations in Hong Kong, potentially leading to adverse changes in business operations and financial performance[38]. - Compliance with evolving PRC laws and regulations may incur increased costs and operational restrictions for the company[48]. - The company has no direct influence from the PRC government at present, but future changes in laws could alter this situation[44]. - The legal system in Mainland China is rapidly evolving, creating uncertainties that could limit legal protections for the company[47]. - The company may face risks related to cybersecurity and data protection laws in China, which could adversely impact its business operations[49]. - Any future expansion or acquisition in Mainland China could subject the company to PRC laws, increasing operational risks[43]. - The company’s financial condition and ability to offer securities may be adversely affected by existing or future PRC regulations[40]. - The potential for increased compliance costs due to stricter environmental or corporate social responsibility standards in China could impact the company's operations[48]. - The company believes it is not subject to the PRC Data Security Law and the Personal Information Protection Law due to its operational structure and geographical focus[52][54]. - The company is monitoring the evolving regulatory landscape in China, particularly regarding cybersecurity and overseas listings, which may affect its future operations[62]. - The company may face uncertainties regarding compliance with the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies[60]. - The ongoing regulatory actions by the PRC government may impact the operations of PRC-based suppliers, potentially decreasing demand for their services and affecting the company's financial condition[68]. - The company is subject to extensive governmental regulations in both Hong Kong and the PRC, which could change and impact business operations[96]. Supply Chain and Operations - The company relies heavily on Fujian Aoxuanlaisi Biotechnology Co., Ltd for caviar supply, with procurement amounts of approximately US$3.6 million, US$6.2 million, and US$5.3 million for the years ended December 31, 2024, 2023, and 2022 respectively, representing approximately 100%, 64.3%, and 90% of total purchases[83]. - The Caviar Sales Agreement with Fujian Aoxuanlaisi is for a term of 10 years, from April 30, 2022, to April 30, 2032, allowing the company to procure caviar directly[83]. - The company faces unique risks due to reliance on a single supplier for caviar, which could materially affect operations if supply is disrupted[84]. - The company relies heavily on its relationships with suppliers, particularly Fujian Aoxuanlaisi and Fujian Longhuang, for caviar inventory, and any disruption could materially affect operations[87]. - The company processes its products at a single facility, and any disruption at this site could significantly affect operations and financial performance[138]. - The lease for the food processing factory is valid until March 31, 2026, and any failure to renew or maintain this lease could disrupt business operations[139]. - The company is dependent on third-party supply chain management for labor and processing, and any failure in this area could adversely affect product quality and business operations[140]. - The food processing factory must maintain a valid food factory license, and failure to do so could result in significant operational disruptions and legal consequences[145]. - The company is actively managing its supply chain to ensure compliance with all necessary permits and licenses to mitigate operational risks[100]. Market and Economic Conditions - The removal of Hong Kong's preferential trade status by the U.S. could adversely affect the company's competitiveness as a food trading hub, impacting demand for food exports[70]. - The company is exposed to risks from U.S.-China trade tensions, which could negatively impact business operations and financial results[72]. - The economic conditions in Hong Kong and Mainland China are sensitive to global economic conditions, and any major changes could materially impact the company's business[76]. - The geopolitical situation, including the conflict in Ukraine, could lead to global economic turmoil, adversely affecting the company's operations and financial conditions[79]. - Economic conditions significantly influence consumer demand for caviar products, with potential adverse effects during economic downturns[122]. - The company faces potential declines in consumer purchases of luxury food items due to prolonged weak economic conditions, which could adversely affect profitability[123]. - Increased competition from regional, national, and international caviar suppliers may reduce the company's market share and profitability, impacting brand recognition[124]. Financial Risks and Performance - The company has a short operating history, which makes it difficult to predict future performance and may expose it to greater risks compared to established companies[80]. - The company faces credit risk related to trade receivables, with a typical credit period of 30 to 60 days, which could pressure cash flow if payments are delayed or defaulted[147]. - Historical growth rates in revenue and gross profit may not be maintained, with potential fluctuations in operating results due to various uncontrollable factors[148]. - The company does not maintain product liability insurance, which could result in significant financial exposure in the event of claims[120]. - Major customers place orders on an as-needed basis, creating uncertainty in future revenue streams and potential financial instability[109]. - The company is vulnerable to fluctuations in foreign currency exchange rates and geopolitical instability, which could impact operations and profitability[108]. - The company is exposed to foreign exchange risks due to sourcing a substantial portion of caviar from the PRC, with purchases denominated in RMB and sales in HKD[170]. - The company has not entered into any formal hedging policy, making it vulnerable to fluctuations in exchange rates between HKD and RMB[171]. - The company may face significant adverse consequences if delisted from Nasdaq, including reduced liquidity and potential classification as "penny stock"[206]. Corporate Governance and Compliance - The dual-class share structure allows holders of Class B Ordinary Shares to have 30 votes per share compared to 1 vote per share for Class A Ordinary Shares, concentrating voting power[176]. - As of the date of the annual report, Mr. Kim Kwan Kings, WONG, beneficially owned approximately 12.59% of Class A Ordinary Shares and 100% of Class B Ordinary Shares, representing 92.70% voting rights[177]. - The PCAOB's ability to inspect auditors may impact the company's compliance with the Holding Foreign Companies Accountable Act, potentially affecting share trading[182]. - The company has engaged Audit Alliance LLP as its current auditor, which is subject to PCAOB inspections, ensuring compliance with professional standards[193]. - The company is classified as a "controlled company" under Nasdaq rules, allowing it to rely on exemptions from certain corporate governance requirements[179]. - The company has not implemented a formal internal control assessment due to its status as an emerging growth company, which may affect financial reporting reliability[175]. - The company qualifies as a foreign private issuer, allowing for less detailed and less frequent reporting compared to U.S. domestic companies[212]. - If the company loses its foreign private issuer status, it would face significantly higher legal and financial compliance costs[213]. - The determination of foreign private issuer status is made annually, and losing this status could require the company to file more detailed reports with the SEC[214]. - Shareholders may face difficulties in enforcing judgments against the company in the Cayman Islands and Hong Kong due to jurisdictional issues[215][218]. - The company is not required to comply with all periodic disclosure requirements of the Exchange Act, which may limit shareholder protections[214]. - The company may adopt corporate governance practices that differ significantly from Nasdaq Capital Market standards, potentially affording less protection to shareholders[222]. Brand and Marketing - The company relies on effective brand recognition and reputation to differentiate its caviar products, which is critical for maintaining market position[127]. - The company is investing in branding and marketing efforts, including participation in food expos and collaborations with food bloggers, but effectiveness is uncertain[150]. - Future growth is contingent on successful marketing, product acceptance, and the ability to expand market share and customer base[151]. - Negative publicity regarding the company or its products could adversely affect consumer confidence and the ability to attract and retain talent[149]. Environmental and Quality Risks - The company faces risks related to the quality and quantity of caviar harvested, which is influenced by factors beyond its control, such as water conditions and broodstock quality[92]. - Climate change poses a long-term risk, potentially impacting sturgeon productivity and leading to decreased availability or unfavorable pricing for caviar raw products[91]. - Food safety and quality control are critical, with risks of contamination that could lead to liability claims and penalties, adversely affecting brand reputation[116]. - Adverse weather conditions and natural disasters could lead to significant losses in caviar supply, affecting business results and brand reputation[90]. - The company emphasizes the importance of maintaining high-quality caviar products to meet market demand and avoid reputational damage[92]. - Effective inventory management is critical to avoid increased loss rates, lower profit margins, and potential sales losses due to the perishable nature of caviar[146].

Core Points - The Cadillac Formula 1 Team has received final approval to join the FIA Formula One World Championship grid in March 2026, marking a significant expansion of the championship to an 11th team [1][2] - The partnership between TWG Motorsports and General Motors aims to create a distinctly American team, leveraging GM's engineering excellence and motorsport experience [3][4] - The team is actively preparing for its entry, with over 300 personnel focused on aerodynamics, chassis development, and performance testing, and plans to run its first V6 power unit soon [6] Company Overview - TWG Motorsports is the motorsports entity of TWG Global, unifying a racing portfolio across various motorsport disciplines, including Formula 1, INDYCAR, and NASCAR [7] - General Motors is committed to advancing transportation technology, focusing on building safer, smarter, and lower-emission vehicles, including a broad range of electric vehicles [8]

Core Viewpoint - Top Wealth Group Holding Limited has received a delinquency notification from Nasdaq due to its ordinary shares trading below the minimum bid price requirement of $1.00 for 30 consecutive business days, and the company has until June 9, 2025, to regain compliance [1][2][3]. Group 1: Compliance and Listing Status - The company is currently not in compliance with Nasdaq's minimum bid price requirement as its shares have been trading below $1.00 for 30 consecutive business days [1][2]. - The company has a 180-day period from the notice date to regain compliance, specifically until June 9, 2025 [2][3]. - If the company's shares close at or above $1.00 for at least 10 consecutive business days before June 9, 2025, Nasdaq will confirm compliance [3]. Group 2: Potential Consequences and Actions - If compliance is not regained by the deadline, the company may be eligible for additional time to meet the listing requirements, provided it meets other criteria [4]. - The company is committed to regaining compliance and is evaluating options to resolve the deficiency within the compliance period [5]. Group 3: Company Overview - Top Wealth Group Holding Limited is a Hong Kong-based supplier of luxury caviar products, operating through its subsidiary in Hong Kong [6]. - The company specializes in premium-class sturgeon caviar and has a brand named "Imperial Cristal Caviar," which has seen significant sales growth since its launch [6].

As filed with the U.S. Securities and Exchange Commission on September 27, 2024 Registration No. 333-282302 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Top Wealth Group Holding Limited (Exact name of registrant as specified in its charter) | Cayman Islands 2091 N/A | | | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | | incorporation or org ...