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Top Wealth Group corrects proxy meeting proposal

Top Wealth Group Holding Limited (TWG) filed an amended Form 6-K to correct clerical errors in Proposal 2 of the proxy card for its upcoming extraordinary general meeting.

(Neutral)
(Neutral)
Form Type
6-K/A

Rhea-AI Filing Summary

Top Wealth Group Holding Limited (TWG) filed an amended Form 6-K to correct clerical errors in Proposal 2 of the proxy card for its upcoming extraordinary general meeting. The amendment confirms that all previously submitted proxies remain valid and will be applied to Proposal 2 as now described.

The proxy card asks shareholders to vote on a special resolution to adopt a fourth amended and restated memorandum and articles of association, replacing the current third version, and an ordinary resolution authorizing the meeting chairman to adjourn the extraordinary meeting if needed to obtain sufficient votes.

Positive

  • None.

Negative

  • None.
Extraordinary meeting date and time (local) 10:00 a.m. local time on September 15, 2026 Scheduled time for TWG’s extraordinary meeting of shareholders
Extraordinary meeting date and time (Eastern Time) 10:00 p.m. Eastern Time on September 14, 2026 Corresponding time for TWG shareholders in Eastern Time zone
Voting deadline (internet) 11:59 p.m. Eastern Time on September 13, 2026 Cut-off for internet voting via Vstock Transfer
extraordinary meeting regulatory
"If you would like to vote in person, please attend the Extraordinary Meeting"
An extraordinary meeting is a specially called gathering of a company’s shareholders or board held outside the regular schedule to decide urgent or significant matters, like major transactions, leadership changes, or amendments to company rules. Think of it as calling a town meeting when a big, time-sensitive decision arises; investors care because the outcomes can quickly change a company’s strategy, value, or governance and often require their vote or prompt attention.
special resolution regulatory
"By a special resolution, that the Company adopt the fourth amended"
A special resolution is a formal shareholder vote that requires a higher-than-normal majority—typically around three-quarters—to approve major corporate changes, such as altering the company’s governing rules, selling the business, or winding it up. It matters to investors because it signals decisive, potentially value-altering actions that cannot be passed by a simple majority; think of it as needing extra votes to change the rules of a club, so minority interests are harder to override.
ordinary resolution regulatory
"By an ordinary resolution, that the chairman of the Extraordinary Meeting"
An ordinary resolution is a decision made by shareholders at a company meeting that is approved when more than half of the votes cast are in favor. Think of it like a household vote where a majority decides routine matters — it covers everyday corporate actions such as approving directors, routine policy changes, or distributions, and matters to investors because these majority-approved choices shape governance, management authority, and the company’s near-term direction.
memorandum and articles of association regulatory
"adopt the fourth amended and restated memorandum and articles of association"
Memorandum and articles of association are the founding legal documents of a company: the memorandum sets out the company’s basic purpose and scope, while the articles act as its internal rulebook detailing how the company is run, who has what powers, and how decisions are made. For investors these documents matter because they define ownership rights, voting rules, limits on activities, and procedures for major changes—like a contract and rulebook that determine how their investment can be used and protected.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What change does TWG’s September 2026 Form 6-K/A make to the proxy for the extraordinary meeting?

The amendment corrects clerical errors in Proposal 2 of the proxy card and clarifies that any proxy already submitted will apply to Proposal 2 as described in the updated Proxy Statement and Exhibit 99.2, with no need to resubmit.

What is Proposal 1 at Top Wealth Group Holding Limited’s extraordinary meeting (TWG)?

Proposal 1 is a special resolution for TWG to adopt a fourth amended and restated memorandum and articles of association, replacing the existing third amended and restated version, to reflect housekeeping amendments, with effect from the date the resolution is passed.

What is Proposal 2 at TWG’s September 2026 extraordinary meeting?

Proposal 2 is an ordinary resolution authorizing the chairman of the extraordinary meeting to adjourn the meeting to a later date or dates, if necessary, to permit further solicitation and voting of proxies when there are insufficient votes to approve the resolutions.

Do TWG shareholders need to resubmit proxies because of the Form 6-K/A amendment?

No. The company states there is no need to resubmit proxies. Any proxy already submitted in respect of Proposal 2 will be treated as referring to Proposal 2 as described in the updated Proxy Statement and Exhibit 99.2.

When and where will Top Wealth Group Holding Limited’s extraordinary meeting be held?

The extraordinary meeting is scheduled for 10:00 a.m. local time on September 15, 2026, at 10/F, Oxford Commercial Building, 494-496 Nathan Road, Yau Ma Tei, Kowloon, Hong Kong, with a corresponding time of 10:00 p.m. Eastern Time on September 14, 2026.

How can TWG shareholders vote on the extraordinary meeting proposals?

Shareholders can vote online via Vstock Transfer, by email, mail, fax, or in person at the extraordinary meeting, using the control number and instructions provided on the proxy card.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K/A

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of September 2026

 

Commission File Number: 001-42014

 

TOP WEALTH GROUP HOLDING LIMITED

 

Units 714 & 715

7F, Hong Kong Plaza

188 Connaught Road West

Hong Kong

Tel: +852 36158567

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒            Form 40-F ☐

 

 

 

 

 

 

Top Wealth Group Holding Limited is filing this Amendment No. 1 on Form 6-K to amend its original report on Form 6-K which was filed with the Securities and Exchange Commission on September 4, 2026 (the “Original 6-K”). The purpose of this Amendment is solely to correct certain inadvertent clerical errors in Proposal 2 contained in Exhibit 99.2 to the Original 6-K. Any submitted proxy in respect of Proposal 2 shall be referring to Proposal 2 as described in the Proxy Statement and Exhibit 99.2 contained herein. There is no need to resubmit your proxy if already submitted.

 

Except as described above, the information contained in the Original 6-K remains unchanged.

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.2   Form of Proxy Card for the Extraordinary General Meeting

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: September 14, 2026 Top Wealth Group Holding Limited
   
  By: /s/ Yuen Cheong Carp, LEE
  Name:  Yuen Cheong Carp, LEE
  Title: Chief Executive Officer and Director

 

2

 

Exhibit 99.2

 

VOTE ON INTERNET Go to http://www.vstocktransfer.com/proxy Click on Proxy Voter Login and log-on using the below control number. Voting will be open until 11:59 p.m. (Eastern Time) September 13, 2026. * SPECIMEN * 1 MAIN STREET ANYWHERE PA 99999-9999 CONTROL # VOTE BY E-MAIL Mark, sign and date your proxy card and send it to vote@vstocktransfer.com. VOTE BY MAIL Mark, sign and date your proxy card and return it in the envelope we have provided. VOTE BY FAX Mark, sign and date your proxy card and return it to 646-536-3179. VOTE IN PERSON If you would like to vote in person, please attend the Extraordinary Meeting to be held on Tuesday, September 15, 2026, at 10:00 a.m. local time at 10/F, Oxford Commercial Building, 494-496 Nathan Road, Yau Ma Tei, Kowloon, Hong Kong. Please Vote, Sign, Date and Return Promptly in the Enclosed Envelope. Extraordinary Meeting of Shareholders Proxy Card — Top Wealth Group Holding Limited Proposal 1 DETACH PROXY CARD HERE TO VOTE BY MAIL THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL PROPOSALS. FOR AGAINST ABSTAIN By a special resolution, that the Company adopt the fourth amended and restated memorandum and articles of association of the Company (the "Fourth A&R M&A"), in the form attached as Appendix A, in substitution for, and to the exclusion of, the existing third amended and restated memorandum and articles of association of the Company, with immediate effect from the date of passing this resolution, in order to reflect amendments to the memorandum and articles of association for housekeeping matters; and that any one or more directors and/or officers of the Company be and is/are hereby authorised, on behalf of the Company, to do all such acts and things and to execute, deliver and file all such documents, notices, confirmations, applications, instruments and filings as he/she/they may consider necessary, desirable or expedient to give effect to the adoption of the Fourth A&R M&A, and that the registered office service provider of the Company be and is hereby authorised and instructed to make all necessary filings with the Registrar of Companies of the Cayman Islands in respect thereof. Proposal 2 By an ordinary resolution, that the chairman of the Extraordinary Meeting be and hereby is authorised to adjourn the Extraordinary Meeting to a later date or dates, if necessary, to permit further solicitation and voting of proxies if, based upon the tabulated vote at the time of the Extraordinary Meeting, there are not sufficient votes to approve the resolutions above. Date Signature Signature, if held jointly Note: This proxy must be signed exactly as the name appears hereon. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by a duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by an authorized person. To change the address on your account, please check the box at right and indicate your new address. * SPECIMEN * AC:ACCT9999

 

 

EXTRAORDINARY MEETING OF SHAREHOLDERS TOP WEALTH GROUP HOLDING LIMITED TO BE HELD ON 10:00 A.M. LOCAL TIME SEPTEMBER 15, 2026 (10:00 P.M. EASTERN TIME SEPTEMBER 14, 2026) Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement are available at: https://ts.vstocktransfer.com/irhlogin/TOPWEALTH DETACH PROXY CARD HERE TO VOTE BY MAIL THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Mr. Yuen Cheong Carp, LEE as proxy with full power of substitution, to represent and to vote as set forth herein all the ordinary shares of Top Wealth Group Holding Limited which the undersigned is entitled to vote at the Extraordinary Meeting and any adjournments or postponements thereof, as designated below. If no designation is made, the proxy, when properly executed, will be voted "FOR" all listed Proposals. Electronic Delivery of Future Proxy Materials: If you would like to reduce the costs incurred by Top Wealth Group Holding Limited in mailing materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via email or the internet. To sign up for electronic delivery, please provide your email address below and check here to indicate you consent to receive or access proxy materials electronically in future mailings. Email Address: PLEASE INDICATE YOUR VOTE ON THE REVERSE SIDE (Continued and to be signed on Reverse Side)

 

Filing Exhibits & Attachments

1 document

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