Top Wealth gets Nasdaq notice; deadline March 31, 2027

If eligible for another compliance period, TWG must notify Nasdaq in writing of its intent to cure, potentially through a reverse stock split.

Rhea-AI Filing Summary

Top Wealth Group Holding Ltd (TWG) received a Nasdaq notice stating that its closing bid price was below US$1.00 per share for 30 consecutive business days, from August 20, 2026, through October 1, 2026. The notice has no immediate effect on the company’s Nasdaq listing or trading.

TWG has an initial 180-calendar-day compliance period through March 31, 2027. A closing bid price of at least US$1.00 for a minimum of 10 consecutive business days during that period would restore compliance. If it does not regain compliance by the deadline, TWG may be eligible for an additional 180-calendar-day extension, subject to other listing requirements. The company says it intends to monitor its closing bid price and consider available options.

0 points · 0 major

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1 major · 1 point

How the balance works

Positive

• None.

Negative

• Major pointClosing bid-price deficiency: below US$1.00 for 30 consecutive business days.

Filing Explained

If TWG does not regain compliance by March 31, 2027 and qualifies to seek an additional compliance period, it says its cure notice could include a potential reverse split, which would reduce the share count and proportionally raise the per-share price without changing company value by itself.

Key Figures

Nasdaq minimum bid-price threshold: US$1.00 per share Noncompliance period: 30 consecutive business days Initial compliance period: 180 calendar days +3 more

6 metrics

Nasdaq minimum bid-price threshold US$1.00 per share Closing bid price required to regain compliance

Noncompliance period 30 consecutive business days Closing bid price was below US$1.00 per share from August 20, 2026, through October 1, 2026

Initial compliance period 180 calendar days Through March 31, 2027

Compliance confirmation test 10 consecutive business days Closing bid price of at least US$1.00 per share

Potential additional compliance period 180 calendar days Potential extension subject to applicable listing requirements

Initial compliance deadline March 31, 2027 End of the initial compliance period

Key Terms

minimum bid price requirement, continued listing standards, reverse stock split

3 terms

minimum bid price requirement regulatory

"minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2)"

A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.

continued listing standards regulatory

"continued listing standards for market value of publicly held shares"

Ongoing rules a stock exchange requires a listed company to meet to keep its shares trading publicly, such as minimum share price, market value, timely financial reports, and governance practices. Think of it as a membership checklist for a club: falling short can lead to warnings or removal from the exchange, which can sharply reduce liquidity, investor confidence, and a stock’s value. Investors watch these standards to gauge regulatory risk and the stability of their holdings.

reverse stock split technical

"including through a potential reverse stock split if necessary"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

FAQ

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

Why did TWG receive a Nasdaq minimum bid-price notice?

TWG received the notice because its closing bid price was below US$1.00 per share for 30 consecutive business days, from August 20, 2026, through October 1, 2026.

How long does TWG have to regain Nasdaq bid-price compliance?

TWG has a 180-calendar-day compliance period through March 31, 2027. Nasdaq will provide written confirmation of compliance if the closing bid price is at least US$1.00 for a minimum of 10 consecutive business days during that period.

Could TWG receive more time to meet Nasdaq's bid-price requirement?

If TWG does not regain compliance by the end of the initial period, it may be eligible for an additional 180-calendar-day extension, subject to meeting the continued listing standards for market value of publicly held shares and other applicable initial-listing requirements, excluding the bid-price requirement. TWG would also need to notify Nasdaq in writing of its intent to cure, potentially through a reverse stock split.

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

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Available on EDGAR 10/06/2026 - 04:01 PM Accepted by SEC EDGAR 10/06/2026 - 04:00 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 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 ☐

The following exhibit is being filed herewith:

Exhibit No.		Description
99.1		Press Release, dated October 6, 2026

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: October 6, 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 99.1

TWG Announces Receipt of Nasdaq Minimum Bid Price Notification

Lille, Oct. 6, 2026 (Global Newswire) – Top Wealth Group Holding Limited (NASDAQ: TWG)(“Top Wealth” or the “Company”), today announced it received a notification letter dated October 2, 2026 from The Nasdaq Stock Market LLC (“Nasdaq”), indicating that the Company is not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market.

According to the letter, the closing bid price of the Company’s listed securities was below US$1.00 per share for the last 30 consecutive business days, i.e. from August 20, 2026 to October 1, 2026.

The notice has no immediate effect on the Company’s listing or the trading of its securities on Nasdaq. Under Nasdaq Listing Rule 5810(c)(3)(A), the Company has a 180-calendar day compliance period, or until March 31, 2027, to regain compliance. If at any time during this period the closing bid price of the Company’s securities is at least US$1.00 for a minimum of 10 consecutive business days, Nasdaq will provide written confirmation that the Company has regained compliance with the bid price requirement.

If the Company does not regain compliance by the end of the initial compliance period, it may be eligible for an additional 180-calendar-day extension, subject to meeting the continued listing standards for market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market (excluding the bid price requirement). In that case, the Company must also provide written notice of its intention to cure the deficiency, including through a potential reverse stock split if necessary.

The Company intends to monitor the closing bid price of its securities and will consider all available options to regain compliance within the applicable grace periods.

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

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE, DATED OCTOBER 6, 2026 7.3 KB