Top Wealth Group shareholders approve charter update

Available on EDGAR 09/15/2026 - 04:05 PM EDT Accepted by SEC EDGAR 09/15/2026 - 04:05 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Top Wealth Group Holding Ltd (TWG) reports that shareholders held an Extraordinary General Meeting on September 15, 2026, where they approved updates to the company’s memorandum and articles of association and authorized potential adjournment of the meeting if additional proxy solicitation were needed.

As of the record date, 49,334,485 Class A ordinary shares and 3,166,667 Class B ordinary shares were entitled to vote, and the same amounts, representing approximately 83.7% of outstanding ordinary shares, were present or represented. Proposal One, adopting the fourth amended and restated memorandum and articles for housekeeping amendments, passed with 365,995,876 votes for and minimal votes against or abstaining. Proposal Two, authorizing the chairman to adjourn the EGM if necessary to solicit more proxies for Proposal One, also passed with 365,994,024 votes for and very few votes against or abstaining.

Key Figures

Class A shares entitled to vote: 49,334,485 shares Class B shares entitled to vote: 3,166,667 shares Shares represented at EGM: 49,334,485 Class A and 3,166,667 Class B shares +4 more

7 metrics

Class A shares entitled to vote 49,334,485 shares Class A ordinary shares entitled to vote as of the EGM record date

Class B shares entitled to vote 3,166,667 shares Class B ordinary shares entitled to vote as of the EGM record date

Shares represented at EGM 49,334,485 Class A and 3,166,667 Class B shares Shares present or represented at the EGM, about 83.7% of outstanding ordinary shares

Proposal One votes for 365,995,876 votes Votes for adopting the fourth amended and restated memorandum and articles of association

Proposal One votes against 3,158 votes Votes against Proposal One

Proposal Two votes for 365,994,024 votes Votes for authorizing the chairman to adjourn the EGM if necessary

EGM participation 83.7% Percentage of outstanding ordinary shares represented at the EGM as of the record date

Key Terms

Extraordinary General Meeting, special resolution, ordinary resolution, fourth amended and restated memorandum and articles of association, +1 more

5 terms

Extraordinary General Meeting regulatory

"held the Company’s Extraordinary General Meeting (the “EGM”) at 10:00 a.m."

special resolution regulatory

"Proposal One: RESOLVED as a special resolution, that the Company adopt"

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

"Proposal Two: RESOLVED as an ordinary resolution that the chairman"

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.

fourth amended and restated memorandum and articles of association regulatory

"that the Company adopt the fourth amended and restated memorandum and articles"

registrar of Companies of the Cayman Islands regulatory

"make all necessary filings with the Registrar of Companies of the Cayman Islands"

FAQ

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

What did Top Wealth Group Holding Ltd (TWG) shareholders approve at the September 2026 EGM?

Shareholders approved the fourth amended and restated memorandum and articles of association for housekeeping amendments and authorized the chairman to adjourn the EGM if needed to permit further proxy solicitation for Proposal One.

How many TWG shares were entitled to vote at the September 15, 2026 EGM?

A total of 49,334,485 Class A ordinary shares and 3,166,667 Class B ordinary shares were entitled to vote as of the record date for the Extraordinary General Meeting.

What percentage of TWG’s outstanding ordinary shares were represented at the EGM?

At the Extraordinary General Meeting, approximately 83.7% of Top Wealth Group Holding Ltd’s outstanding ordinary shares as of the record date were represented in person or by proxy.

What were the voting results for Proposal One at TWG’s EGM?

Proposal One, to adopt the fourth amended and restated memorandum and articles of association, received 365,995,876 votes for, 3,158 against, and 2,151 abstentions, corresponding to 100.0% for and 0.0% against and abstaining when rounded.

How did shareholders vote on Proposal Two at the TWG EGM?

Proposal Two, authorizing the chairman to adjourn the EGM if necessary for further proxy solicitation, received 365,994,024 votes for, 6,779 against, and 382 abstentions, corresponding to 100.0% for and 0.0% against and abstaining when rounded.

Who signed the TWG 6-K related to the September 2026 EGM?

The report was signed on behalf of Top Wealth Group Holding Ltd by Yuen Cheong Carp, LEE, who is the company’s Chief Executive Officer and Director.

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

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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 September 2026

Commission File Number: 001-42014

TOP WEALTH GROUP HOLDING LIMITED

(Registrant’s Name)

Units 714 & 715, 7F, Hong Kong Plaza, 188 Connaught Road West, Hong Kong

Tel: +852 36158567

(Address of Principal Executive Offices)

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

Form 20-F ☒            Form 40-F ☐

Submission of Matters to a Vote of Security Holders.

On September 15, 2026, Top Wealth Group Holding Limited (the “Company”) held the Company’s Extraordinary General Meeting (the “EGM”) at 10:00 a.m. (Hong Kong time and date) at 10/F, Oxford Commercial Building, 494-496 Nathan Road, Yau Ma Tei, Kowloon, Hong Kong. As of the record date for the EGM, there were 49,334,485 Class A ordinary shares and 3,166,667 Class B ordinary shares entitled to vote at the EGM. 49,334,485 Class A ordinary shares and 3,166,667 Class B ordinary shares, comprising approximately 83.7% of the outstanding ordinary shares of the Company as of the record date, were represented at the EGM. Two items of business were acted upon by the Company’s shareholders at the EGM, each of which was approved by the shareholders.

	(a)	Proposal One: RESOLVED as 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.
	(b)	Proposal Two: RESOLVED as an ordinary resolution that the chairman of the EGM be and hereby is authorised to adjourn the EGM 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 EGM, there are not sufficient votes to approve Proposal One above.

The voting results were as follows:

		For		Against		Abstain
Proposal One		365,995,876 (100.0%)		3,158 (0.0%)		2,151 (0.0%)
Proposal Two		365,994,024 (100.0%)		6,779 (0.0%)		382 (0.0%)

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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.

	Top Wealth Group Holding Limited
Date: September 15, 2026	By:	/s/ Yuen Cheong Carp, LEE
		Yuen Cheong Carp, LEE
		Chief Executive Officer and Director

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