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 [6] - The company specializes in supplying premium-class sturgeon caviar and fine winery products, with its caviar products endorsed by CITES permits [6] - The brand "Imperial Cristal Caviar" has experienced significant sales growth since its market launch [6] Offering Details - The company announced the closing of a public offering of 720,000 units at a price of $7.00 per unit, which includes one Class A ordinary share and two types of warrants [1] - The total gross proceeds from this offering were approximately $5.04 million, before deducting fees and expenses [3] - If fully exercised, the Class A Warrants could provide an additional gross proceeds of approximately $10.08 million [3] Warrant Information - The Class A Warrants have an exercise price of $7.00 per share and are immediately exercisable upon issuance [1] - The Series A Class A Warrants will expire five years after the issuance date, while the Series B Class A Warrants will expire eighteen months after the issuance date [1] Placement Agent - Univest Securities, LLC acted as the exclusive placement agent for the offering [2] Regulatory Compliance - The securities were offered under a registration statement on Form F-1, which was filed with the SEC and declared effective on December 8, 2025 [4]

Core Viewpoint - Univest Securities, LLC has successfully closed a public offering for Top Wealth Group Holding Limited, raising approximately $5.04 million to support the company's operations in the premium caviar and fine winery products market [1][3]. Group 1: Offering Details - The offering consisted of 720,000 units, each unit comprising one Class A ordinary share and two types of warrants (Series A and Series B), priced at $7.00 per unit [2]. - The Class A warrants are immediately exercisable at an exercise price of $7.00 per share, with Series A warrants expiring five years after issuance and Series B warrants expiring eighteen months after issuance [2]. Group 2: Use of Proceeds - The net proceeds from the offering will be utilized for general corporate and working capital purposes [3]. Group 3: Company Overview - Top Wealth Group Holding Limited is a Cayman Islands-based holding company, primarily operating through its subsidiary in Hong Kong, specializing in premium-class sturgeon caviar and winery products [6]. - The company’s caviar products are endorsed with CITES permits and are marketed under private labels as well as its own brand, "Imperial Cristal Caviar," which has seen significant sales growth since its launch [6]. Group 4: Univest Securities Overview - Univest Securities, LLC is a full-service investment bank and securities broker-dealer, registered with FINRA since 1994, providing a range of financial services globally [7]. - The firm has raised over $1.7 billion in capital for various issuers since 2019 and has completed around 100 transactions across multiple industries [7].

Core Viewpoint - Top Wealth Group Holding Limited has announced a public offering of 720,000 units at a price of $7.00 per unit, aiming to raise approximately $5.04 million before expenses [1][3]. Group 1: Offering Details - The offering consists of one Class A ordinary share and two types of warrants (Series A and Series B) [1]. - The Class A Warrants have an exercise price of $7.00 and are immediately exercisable, with Series A Warrants expiring in five years and Series B Warrants in eighteen months [1]. - The closing of the offering is expected around December 10, 2025, pending customary closing conditions [1]. Group 2: Financial Proceeds - The gross proceeds from the offering are estimated at approximately $5.04 million, excluding placement agent fees and other expenses [3]. - If fully exercised, the Class A Warrants could generate an additional gross proceeds of about $10.08 million [3]. - The net proceeds will be used for general corporate and working capital purposes [3]. Group 3: Company Overview - Top Wealth Group Holding Limited is incorporated in the Cayman Islands and operates 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]. - The caviar products are endorsed with CITES permits, allowing for legal international trade [6].

Core Viewpoint - Top Wealth Group Holding Limited anticipates a positive profit outlook for the financial year ending December 31, 2025, projecting total net profits of not less than $4 million, a significant recovery from a $2 million loss in the previous year [2][3]. 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 and fine winery products, with its caviar products endorsed by CITES permits [4]. - Top Wealth offers caviar under private labels for customers and also markets its own brand, "Imperial Cristal Caviar," which has seen substantial sales growth since its launch [4]. Financial Performance - The anticipated net profit of at least $4 million for the financial year ending December 31, 2025, indicates a turnaround driven by improvements in business operations throughout the year [2][3]. - This marks a recovery from a $2 million loss during the same period last year, highlighting the effectiveness of the company's operational enhancements [2]. Management Commentary - The CEO of Top Wealth, Mr. Kim Kwan Kings, expressed satisfaction with the company's efforts to enhance business performance, noting that these efforts are yielding positive results [3].

As filed with the U.S. Securities and Exchange Commission on November 20, 2025 Registration No. 333-290351 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (I.R.S. Employer Identification No.) Units 714 & 715, 7F, Hong Kong Plaza 188 Connaught Road West Hong Kong Tel: +852 3615 8567 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) Top Wealth Group Holding Limited (Exact name of registrant as specified in its charter) ...

As filed with the U.S. Securities and Exchange Commission on October 10, 2025 Registration No. 333-290351 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) (State or other jurisdiction of incorporation or organization) Cayman Islands 2091 N/A (Primary Standard Industrial Classification Code Number) (I.R.S. Employer I ...

Core Insights - Top Wealth Group Holding Limited reported a first half revenue of $4.2 million, a decrease of 5.6% year-over-year from $4.4 million in the same period of 2024 [1][2] - The company achieved a net profit of $2.4 million for the first half of 2025, compared to a net loss of $0.5 million in the same period of 2024 [1][4] Financial Performance - Sales for the first half of 2025 were $4.2 million, down from $4.4 million in the first half of 2024, reflecting a 5.6% decline [2] - Total cost and operating expenses decreased significantly to $1.8 million, down 64.7% from $5.0 million in the same period of 2024 [2][9] - Profit before income tax was $2.4 million, a turnaround from a loss of $0.6 million in the first half of 2024, primarily due to effective cost management and rebuilding the wine distribution business [3][4] Profitability Metrics - The net profit of $2.4 million in the first half of 2025 contrasts with a net loss of $0.5 million in the same period of 2024, indicating a strong recovery [4] - Earnings per share (EPS) for the first half of 2025 was reported at $3.86, compared to a loss of $1.51 per share in the same period of 2024 [18] Cash Flow and Liquidity - The company reported a negative operating cash flow of $28,759 for the first half of 2025, despite the net profit [6][21] - As of June 30, 2025, cash and cash equivalents stood at approximately $13,621, down from $42,380 at the beginning of the period [6][21] Cost Management - Cost of sales was $0.8 million, a decrease of 61.5% from $2.1 million in the same period of 2024, attributed to effective cost management and a streamlined procurement process [9] - Administrative expenses were significantly reduced to $0.2 million, down 88.6% from $2.1 million in the same period of 2024, mainly due to the departure of the sales team [9] Company Overview - Top Wealth Group Holding Limited specializes in supplying premium-class sturgeon caviar and operates primarily through its subsidiary in Hong Kong [10] - The company’s caviar products are endorsed with CITES permits and are marketed under the brand "Imperial Cristal Caviar" [10]

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 ...

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]