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 July 2026
Commission File Number: 001-42014
TOP WEALTH GROUP HOLDING LIMITED
(Translation of registrant’s name into English)
Units 714 & 715
7F, Hong Kong Plaza
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 ☐
Entry into of a Material Definitive Agreement in connection with
a PIPE Transaction
On July 17, 2026, Top Wealth Group Holding Limited
(the “Company”), a company incorporated in the Cayman Islands, entered into a subscription agreement (the “Subscription
Agreement”) with each of 9 non-U.S. investors (each an “Investor” and collectively, the “Investors”) relating
to the issuance and sale of 40,000,000 Class A Ordinary Shares (the “Purchased Shares”) of par value US$0.009 per share of
the Company, at US$2.0 per share for an aggregate purchase price of US$80,000,000 (the “PIPE Transaction”).
Pursuant to the Subscription Agreement, the Company
may offer the Purchased Shares at any time through and including July 31, 2026, which date may be extended at the sole discretion of the
Company. The closing of the PIPE Transaction took place on July 22, 2026. Pursuant to the Subscription Agreement, each of the Investors
has undertaken to the Company that it shall not, during the period commencing on the date of issuance of the Purchased Shares and until
six (6) months from such date, or such shorter period as may be permitted by Regulation S or other applicable securities law, offer, sell,
pledge or otherwise transfer the Purchased Shares in the United States, or to a U.S. Person for the account or for the benefit of a U.S.
Person, or otherwise in a manner that is not in compliance with Regulation S.
The issuance of the Purchased Shares will not
be registered under the Securities Act 1933, as amended (the “Securities Act”) or any state securities laws. The Purchased
Shares will be issued in a private placement exempt from the registration statements of the Securities Act, pursuant to section 4(a)(2)
thereof and Regulation S promulgated thereunder. Each Investor has, severally and not jointly, represented to the Company that it is not
a “U.S. Person” under Regulation S, and has completed the required certification.
Immediately upon closing of the PIPE Transaction
and the Company’s issuance of the Purchased Shares to the Investors, the Company will have a total of 59,579,883 Class A Ordinary
Shares and 3,166,667 Class B Ordinary Shares issued and outstanding.
The Subscription Agreement contains customary
representations and warranties, agreements and obligations, conditions to closing and termination provisions. The foregoing summary of
the Subscription Agreement does not purport to be complete and is subject to and is qualified in its entirety by the copy of such document
filed as Exhibit 10.1 to this current report on Form 6-K and incorporate herein by reference.
Application of Home Country Practice Rules
The Company has now elected to rely on the home
country rule exemption under Nasdaq Listing Rule 5615(a)(3) with respect to the following matters.
As a company incorporated in the Cayman Islands
that is listed on Nasdaq Capital Market (“Nasdaq”), the Company is subject to Nasdaq corporate governance listing standards.
Under Nasdaq rules, a foreign private issuer may, in general, follow its home country corporate governance practices in lieu of some of
the Nasdaq corporate governance requirements. Pursuant to the home country rule exemption set forth under Nasdaq Listing Rule 5615(a)(3)(A),
which provides (with certain exceptions not relevant to the conclusions expressed herein) that a Foreign Private Issuer may follow its
home country practice in lieu of the requirements of the Nasdaq Marketplace Rule 5600 Series, the Company elected to be exempt from the
requirements as follows:
| (i) | Nasdaq Marketplace Rule 5635(a) which sets forth the circumstances under which shareholder approval is
required prior to an issuance of securities of the Company in connection with the acquisition of the stock or assets of another company; |
| (ii) | Nasdaq Marketplace Rule 5635(b) which sets forth the circumstances under which shareholder approval is
required prior to an issuance of securities of the Company that will result in a change of control of the company; |
| (iii) | Nasdaq Marketplace Rule 5635(c) which sets forth the circumstances under which shareholder approval is
required prior to an issuance of securities of the Company in connection with equity-based compensation of officers, directors, employees
or consultants; and |
| (iv) | Nasdaq Marketplace Rule 5635(d) which sets forth the circumstances under which shareholder approval is
required prior to an issuance of securities, other than in a public offering, equal to 20% or more of the voting power outstanding at
a price that is less than the minimum price defined therein. |
Except for the foregoing, there is no significant
difference between the Company’s corporate governance practices and what the Nasdaq requires of domestic U.S. companies.
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: July 22, 2026 |
Top Wealth Group Holding Limited |
| |
|
|
| |
By: |
/s/ Kim Kwan Kings, WONG |
| |
Name: |
Kim Kwan Kings, WONG |
| |
Title: |
Chief Executive Officer and Chairman |
EXHIBIT INDEX
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Subscription Agreement |
| 99.1 |
|
Press Release, dated July 22, 2026 |
Exhibit 99.1
TWG Announces Entry into of a Material Definitive
Agreement for PIPE Transaction
Hong Kong, Jul. 22, 2026 (GLOBE
NEWSWIRE) -- Top Wealth Group Holding Limited (NASDAQ: TWG) (“Top Wealth” or the “Company”), today announced
the entry into of a material definitive agreement with each of 9 non-U.S. investors (each an “Investor” and collectively,
the “Investors”) relating to the issuance and sale of 40,000,000 Class A Ordinary Shares (the “Purchased Shares”)
of par value US$0.009 per share of the Company, at US$2.0 per share for an aggregate purchase price of US$16,000,000 (the “PIPE
Transaction”).
The Company may offer the
Purchased Shares at any time through and including July 31, 2026, which date may be extended at the sole discretion of the Company. The
closing of the PIPE Transaction took place on July 22, 2026. Each of the Investors has undertaken to the Company that it shall not, during
the period commencing on the date of issuance of the Purchased Shares and until six (6) months from such date, or such shorter period
as may be permitted by Regulation S or other applicable securities law, offer, sell, pledge or otherwise transfer the Purchased Shares
in the United States, or to a U.S. Person for the account or for the benefit of a U.S. Person, or otherwise in a manner that is not in
compliance with Regulation S.
The issuance of the Purchased
Shares will not be registered under the Securities Act 1933, as amended (the “Securities Act”) or any state securities laws.
The Purchased Shares will be issued in a private placement exempt from the registration statements of the Securities Act, pursuant to
section 4(a)(2) thereof and Regulation S promulgated thereunder. Each Investor has, severally and not jointly, represented to the Company
that it is not a “U.S. Person” under Regulation S, and has completed the required certification.
Immediately upon closing of
the PIPE Transaction and the Company’s issuance of the Purchased Shares to the Investors, the Company will have a total of 59,579,883
Class A Ordinary Shares and 3,166,667 Class B Ordinary Shares issued and outstanding.
About Top Wealth Group
Holding Limited
Top Wealth Group Holding Limited is
a holding company incorporated in the Cayman Islands, and all of its operations are carried out by 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 its customers under its customer’s brand labels (i.e. private labeling), and the Company
also sells the caviar product under the Company’s caviar brand, “Imperial Cristal Caviar”, which has continuously achieved
tremendous sales growth since its launch in the market.
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
