Top Wealth Group chairman resigns; Winwin holds 86.2% vote

Winwin remains TWG's controlling shareholder after the ownership transfer, with no change to the number of TWG shares it holds.

Rhea-AI Filing Summary

Top Wealth Group Holding Ltd (TWG) announced that non-executive director and Board Chairman Kim Kwan Kings, WONG resigned effective September 18, 2026, citing health issues. He confirmed his resignation was not due to disagreement with the company.

On the same date, all issued shares in controlling shareholder Winwin Development Group Limited were transferred to Jiaxi HUANG, Mr. Wong’s son, who became their beneficial owner and obtained voting and dispositive power over Winwin’s TWG shares. Winwin remains TWG’s controlling shareholder, with its holdings unchanged at 7,845,248 Class A and 3,166,667 Class B ordinary shares. Those holdings represented approximately 13.2% of issued and outstanding Class A shares, 100% of Class B shares and approximately 86.2% of aggregate voting power, excluding Class A shares sold under the at-the-market offering announced September 11, 2026. No TWG shares were issued, sold or transferred. The company said operations would continue under existing management led by CEO Yuen Cheong Carp, LEE.

Key Figures

Class A ordinary shares held by Winwin: 7,845,248 shares Class B ordinary shares held by Winwin: 3,166,667 shares Winwin's share of issued and outstanding Class A ordinary shares: Approximately 13.2% +2 more

5 metrics

Class A ordinary shares held by Winwin 7,845,248 shares As of the report date

Class B ordinary shares held by Winwin 3,166,667 shares As of the report date

Winwin's share of issued and outstanding Class A ordinary shares Approximately 13.2% As of the report date; excludes Class A shares sold under the at-the-market offering announced September 11, 2026

Winwin's share of issued and outstanding Class B ordinary shares 100% As of the report date

Winwin's share of aggregate voting power Approximately 86.2% As of the report date; excludes Class A shares sold under the at-the-market offering announced September 11, 2026

Key Terms

beneficial owner, voting and dispositive power, aggregate voting power, controlling shareholder, +1 more

5 terms

beneficial owner regulatory

"Mr. Huang shall be the beneficial owner"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

voting and dispositive power regulatory

"shall have voting and dispositive power over all of the ordinary shares"

aggregate voting power regulatory

"approximately 86.2% of the aggregate voting power"

controlling shareholder regulatory

"Winwin remains as the controlling shareholder"

A controlling shareholder is a person or entity that holds enough voting power in a company—often a majority of votes or decisive influence through agreements—to determine its board, strategy and major decisions. For investors this matters because that control shapes corporate direction, risk and who benefits from deals; like a driver steering a car, a controlling shareholder can speed up or block changes, which can affect minority shareholders’ returns and the company’s value.

at-the-market offering financial

"at-the-market offering announced on September 11, 2026"

An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.

FAQ

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

Who became the beneficial owner of Winwin's TWG shares?

Jiaxi HUANG, the son of Kim Kwan Kings, WONG, became the beneficial owner of the TWG shares held by Winwin after receiving all issued shares in Winwin on September 18, 2026. He also obtained voting and dispositive power over those TWG shares.

What percentage of TWG's voting power does Winwin hold?

Winwin represented approximately 86.2% of the aggregate voting power of TWG's issued and outstanding ordinary shares as of the report date. The figure excludes any Class A ordinary shares sold under the at-the-market offering announced September 11, 2026.

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

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Available on EDGAR 09/23/2026 - 04:02 PM Accepted by SEC EDGAR 09/23/2026 - 04:01 PM Learn about SEC filing dates

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

(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 ☐

Departure of Certain Officers

Kim Kwan Kings, WONG

Top Wealth Group Holding Limited (the “Company”) announces that, effective from September 18, 2026, Mr. Kim Kwan Kings, WONG (“Mr. Wong”) resigned from his positions as non-executive director of the Company and Chairman of the board of directors (the “Board”) of the Company due to his health issues. Mr. Wong has confirmed that his resignation is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

The Board would like to express its sincere gratitude to Mr. Wong for his valuable contributions to the Company during his tenure.

Transfer of shares in controlling shareholder

Winwin Development Group Limited (“Winwin”), a company incorporated under the laws of the British Virgin Islands, is the controlling shareholder of the Company. As of the date of this report, Winwin holds 7,845,248 Class A ordinary shares, par value US$0.009 per share (the “Class A Ordinary Shares”), and 3,166,667 Class B ordinary shares, par value US$0.009 per share (the “Class B Ordinary Shares”), of the Company, representing approximately 13.2% of the issued and outstanding Class A Ordinary Shares, 100% of the issued and outstanding Class B Ordinary Shares and approximately 86.2% of the aggregate voting power of the Company’s issued and outstanding ordinary shares, without taking into account any Class A Ordinary Shares sold under the at-the-market offering announced on September 11, 2026.

On September 18, 2026, all of the issued shares in Winwin were transferred to Mr. Jiaxi HUANG (“Mr. Huang”), the son of Mr. Wong (the “Share Transfer”). Mr. Huang has also been appointed as a director of Winwin with effect from the same date. Upon completion of the Share Transfer, Mr. Huang shall be the beneficial owner of, and shall have voting and dispositive power over, all of the ordinary shares of the Company held by Winwin. Winwin remains as the controlling shareholder of the Company, and the Share Transfer did not involve any issuance, sale or transfer of ordinary shares of the Company. The number of ordinary shares of the Company held by Winwin remains unchanged.

The resignation of Mr. Wong and the Share Transfer shall not adversely affect the operations of the Company. The Company’s business and day-to-day operations will continue to be managed by its existing management team, led by Mr. Yuen Cheong Carp, LEE, the Company’s Chief Executive Officer.

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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.

Date: September 23, 2026	Top Wealth Group Holding Limited
	By:	/s/ Yuen Cheong Carp, LEE
	Name:	Yuen Cheong Carp, LEE
	Title:	Chief Executive Officer and Director

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