UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2026
Commission File Number: 001-42014
TOP WEALTH GROUP HOLDING LIMITED
(Translation of registrant’s name into English)
55 Rue de Luxembourg
59800 Lille
France
Tel: +33 362276008
(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 ☐
Share Consolidation
On October 22, 2026, Top Wealth Group Holding
Ltd (the “Company”) issued a press release announcing the approval of the proposed 1-for-100 share consolidation of the Class
A ordinary shares (“Class A Ordinary Shares”) and Class B ordinary shares (“Class B Ordinary Shares”, together
with the Class A Ordinary Shares, the “Ordinary Shares”) of US0.009 par value each (the “Share Consolidation”).
Beginning with the opening of trading on October
26, 2026, being the market effective date, the Class A Ordinary Shares will begin trading on a post-Share Consolidation basis on the Nasdaq
Capital Market under the same symbol “TWG” but under a new CUSIP number of G8945S128. The objective of the Share Consolidation
is to enable the Company to regain compliance with Nasdaq Marketplace Rule 5550(a)(2) and maintain its listing on the Nasdaq Capital Market.
Upon the effectiveness of the Share Consolidation,
every 100 issued and outstanding Ordinary Shares of a par value of US$0.009 each will automatically be consolidated into one issued and
outstanding Ordinary Share of par value US$0.9 each. No fractional shares will be issued as a result of the Share Consolidation. Instead,
any fractional shares that would have resulted from the Share Consolidation will be rounded up to the next whole number. The Share Consolidation
affects all shareholders uniformly and will not alter any shareholder’s percentage interest in the Company’s outstanding Ordinary
Shares, except for adjustments that may result from the treatment of fractional shares. The Share Consolidation was approved by the Company’s
board of directors and its shareholders on September 29, 2026.
A copy of the press release dated October 22,
2026 is included as Exhibit 99.1 to this report.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated October 22, 2026 |
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: October 22, 2026 |
Top Wealth Group Holding Limited |
| |
|
|
| |
By: |
/s/ Yuen Cheong Carp, LEE |
| |
Name: |
Yuen Cheong Carp, LEE |
| |
Title: |
Chief Executive Officer and Director |
3
Exhibit 99.1
TWG Announces 1-for-100 Share Consolidation
Lille, Oct. 22, 2026 (GLOBE NEWSWIRE) -- Top Wealth Group Holding Limited (NASDAQ: TWG) (“Top Wealth” or the “Company”), announces the approval
of the proposed 1-for-100 share consolidation of the Class A ordinary shares (“Class A Ordinary Shares”) and Class B ordinary
shares (“Class B Ordinary Shares”, together with the Class A Ordinary Shares, the “Ordinary Shares”) of US0.009
par value each (the “Share Consolidation”).
Beginning with the opening of trading on October
22, 2026, being the market effective date, the Class A Ordinary Shares will begin trading on a post-Share Consolidation basis on the Nasdaq
Capital Market under the same symbol “TWG” but under a new CUSIP number of G8945S128. The objective of the Share Consolidation
is to enable the Company to regain compliance with Nasdaq Marketplace Rule 5550(a)(2) and maintain its listing on the Nasdaq Capital Market.
Upon the effectiveness of the Share Consolidation,
every 100 issued and outstanding Ordinary Shares of a par value of US$0.009 each will automatically be consolidated into one issued and
outstanding Ordinary Share of par value US$0.9 each. No fractional shares will be issued as a result of the Share Consolidation. Instead,
any fractional shares that would have resulted from the Share Consolidation will be rounded up to the next whole number. The Share Consolidation
affects all shareholders uniformly and will not alter any shareholder’s percentage interest in the Company’s outstanding Ordinary
Shares, except for adjustments that may result from the treatment of fractional shares. The Share Consolidation was approved by the Company’s
board of directors and its shareholders on September 29, 2026.
About Top Wealth Group Holding Limited
Top Wealth Group Holding Limited is a holding
company incorporated in the Cayman Islands, with all operations carried out through its operating subsidiary in Hong Kong, Top Wealth
Group (International) Limited. The Company specializes in supplying premium-class sturgeon caviar, and its caviar and caviar products
are endorsed with the Convention on International Trade in Endangered Species of Wild Fauna and Flora (“CITES”) permits. The
Company supplies caviar to customers under customer brand labels (i.e. private labeling), and also sells under its own brand, “Imperial
Cristal Caviar,” which has continuously achieved significant sales growth since its launch.
Safe Harbor Statement
This press release contains forward-looking statements.
These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act
of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates,"
"future," "intends," "plans," "believes," "estimates," "confident" and similar
statements. The Company may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and
Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in verbal statements made
by its officers, directors or employees to third parties. Statements that are not historical facts, including but not limited to statements
about the Company’s beliefs and expectations, are forward-looking statements. Forward looking statements involve inherent risks
and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement.
Further information regarding these and other risks is included in the Company's filings with the Securities and Exchange Commission.
All information provided in this press release is as of the date of the press release, and the Company undertakes no duty to update such
information, except as required under applicable law.
For more information, please
contact:
Top Wealth Group Holding Limited
Investor Relations
Email: ir@topwealth.cc
