Top Wealth Group (TWG) investors report 180,000-share warrant position under 5% stake

Rhea-AI Filing Summary

Top Wealth Group Holding Ltd has an updated ownership report from Bigger Capital Fund, LP, Bigger Capital Fund GP, LLC, and Michael Bigger under a Schedule 13G/A. As of August 3, 2026, each reporting person may be deemed to beneficially own 180,000 Class A Ordinary Shares of the company, all issuable upon exercise of 90,000 Series A Class A Warrants and 90,000 Series B Class A Warrants. These warrants are subject to a 9.99% beneficial ownership limitation, which caps how many shares can be held through exercise at any time.

The percentage ownership is calculated against 59,579,883 Class A Ordinary Shares outstanding immediately after the closing of a PIPE Transaction on July 22, 2026. On that basis, each of Bigger Capital and Bigger GP, and Michael Bigger, is reported at approximately 0% of the outstanding Class A Ordinary Shares and confirms ownership of 5 percent or less of the class. Bigger Capital holds the warrants directly, while Bigger GP and Michael Bigger may be deemed to beneficially own these securities through their roles, but each disclaims beneficial ownership of shares held by Bigger Capital.

Key Figures

Warrant Shares Beneficially Owned: 180,000 Class A Ordinary Shares Series A Class A Warrants: 90,000 warrants Series B Class A Warrants: 90,000 warrants +5 more

8 metrics

Warrant Shares Beneficially Owned 180,000 Class A Ordinary Shares Issuable upon exercise of Series A and Series B Class A Warrants as of August 3, 2026

Series A Class A Warrants 90,000 warrants Part of the 180,000 Class A Ordinary Shares issuable

Series B Class A Warrants 90,000 warrants Part of the 180,000 Class A Ordinary Shares issuable

Shares Outstanding 59,579,883 Class A Ordinary Shares Outstanding immediately after the PIPE Transaction closing on July 22, 2026

Beneficial Ownership Limitation 9.99% Cap on ownership through exercise of Series A and Series B Class A Warrants

Ownership Threshold 5 percent or less Reporting persons state they do not own greater than 5% of the class

Par Value per Share $0.009 per share Par value of Top Wealth Group Class A Ordinary Shares

CUSIP G8945S110 Identifier for Top Wealth Group Class A Ordinary Shares

Key Terms

Schedule 13G/A, beneficial ownership limitation, PIPE Transaction, Series A Class A Warrants, +2 more

6 terms

Schedule 13G/A regulatory

"Ownership report from Bigger Capital Fund, LP under a Schedule 13G/A"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

beneficial ownership limitation regulatory

"the exercise of which are subject to a 9.99% beneficial ownership limitation"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

PIPE Transaction financial

"based on 59,579,883 Class A Ordinary Shares outstanding immediately after the closing of the PIPE Transaction"

A PIPE transaction is when a publicly traded company sells new shares or convertible securities directly to a select group of private investors, rather than through a public offering. It’s essentially a quick way for a company to raise cash, but it can dilute existing shareholders and often involves a price discount, so investors watch PIPEs for their potential impact on share value and ownership stakes—like a private top-up that changes the size of everyone’s slice of the pie.

Series A Class A Warrants financial

"issuable upon the exercise of 90,000 Series A Class A Warrants"

Series B Class A Warrants financial

"and 90,000 Series B Class A Warrants, the exercise of which are subject"

beneficially own regulatory

"may be deemed to beneficially own approximately 0% of the outstanding Class A Ordinary Shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

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

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Available on EDGAR 08/03/2026 - 04:17 PM Accepted by SEC EDGAR 08/03/2026 - 04:17 PM Learn about SEC filing dates

FAQ

What ownership in Top Wealth Group (TWG) is reported in this Schedule 13G/A amendment?

The reporting persons may be deemed to beneficially own 180,000 Class A Ordinary Shares, all issuable from warrants, which represents approximately 0% of the outstanding class based on 59,579,883 shares outstanding.

How is the 0% ownership percentage for TWG (symbol TWG) calculated in this filing?

The approximately 0% ownership is calculated using 59,579,883 Class A Ordinary Shares outstanding immediately after the PIPE Transaction closing on July 22, 2026, as disclosed in the issuer’s Form 6-K.

What securities linked to TWG (symbol TWG) do the reporting persons hold?

They hold warrants for 180,000 Class A Ordinary Shares, comprised of 90,000 Series A Class A Warrants and 90,000 Series B Class A Warrants, all subject to a 9.99% beneficial ownership limitation.

Do the reporting persons in this TWG Schedule 13G/A own more than 5% of the company?

No. As of August 3, 2026, the filing states the reporting persons each own 5 percent or less of TWG’s outstanding Class A Ordinary Shares and are therefore below the 5% threshold.

What is the beneficial ownership limitation mentioned for TWG warrants in this filing?

The Series A and Series B Class A Warrants are subject to a 9.99% beneficial ownership limitation, meaning exercises are limited so that the holder’s beneficial ownership does not exceed 9.99% of outstanding Class A Ordinary Shares at any time.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Top Wealth Group Holding Ltd

(Name of Issuer)

Class A Ordinary Shares, par value $0.009 per share

(Title of Class of Securities)

G8945S110

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): G8945S110

1

Names of Reporting Persons

BIGGER CAPITAL FUND L P

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 180,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 180,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

180,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s): G8945S110

1

Names of Reporting Persons

Bigger Capital Fund GP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 180,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 180,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

180,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): G8945S110

1

Names of Reporting Persons

Bigger Michael

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 180,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 180,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

180,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Top Wealth Group Holding Ltd
(b)	Address of issuer's principal executive offices: 118 CONNAUGHT ROAD WEST, HONG KONG PLAZA, UNIT 714 & 715, 7F, HONG KONG, HONG KONG 999077
Item 2.
(a)	Name of person filing: Bigger Capital Fund, LP ("Bigger Capital") Bigger Capital Fund GP, LLC ("Bigger GP") Michael Bigger Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
(b)	Address or principal business office or, if none, residence: Bigger Capital Fund, LP 11700 West Charleston Blvd., #170-659 Las Vegas, NV, 89135 Bigger Capital Fund GP, LLC 11700 West Charleston Blvd., #170-659 Las Vegas, NV, 89135 Michael Bigger 11700 West Charleston Blvd., #170-659 Las Vegas, NV, 89135
(c)	Citizenship: Bigger Capital Fund, LP Delaware Bigger Capital Fund GP, LLC Delaware Michael Bigger USA
(d)	Title of class of securities: Class A Ordinary Shares, par value $0.009 per share
(e)	CUSIP No.: G8945S110
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: As of August 3, 2026, each of the Reporting Persons owned 180,000 Class A Ordinary Shares issuable upon the exercise of 90,000 Series A Class A Warrants and 90,000 Series B Class A Warrants, the exercise of which are subject to a 9.99% beneficial ownership limitation. Bigger GP, as the general partner of Bigger Capital, may be deemed to beneficially own the Issuer's securities described herein. Mr. Bigger, as the managing member of Bigger GP may be deemed to beneficially own the Issuer's securities described herein. Mr. Bigger, as the managing member of Bigger GP, may be deemed to beneficially own the 180,000 Class A Ordinary Shares issuable upon the exercise of Series A Class A Warrants and Series B Class A Warrants, the exercise of which are subject to a 9.99% beneficial ownership limitation owned by Bigger Capital. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. Each of Bigger GP and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned by Bigger Capital. The filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.
(b)	Percent of class: The following percentages are based on 59,579,883 Class A Ordinary Shares outstanding immediately after the closing of the PIPE Transaction on July 22, 2026, based upon the Issuer's Form 6K filed under Rules 13a-16 and 15d-16 with the Securities and Exchange Commission on July 22, 2026. As of August 3, 2026, (i) each of Bigger Capital and Bigger GP may be deemed to beneficially own approximately 0% of the outstanding Class A Ordinary Shares, and (ii) Mr. Bigger may be deemed to beneficially own approximately 0% of the outstanding Class A Ordinary Shares, including 180,000 Class A Ordinary Shares issuable upon the exercise of Series A Class A Warrants and Series B Class A Warrants, the exercise of which are subject to a 9.99% beneficial ownership limitation owned by Bigger Capital. Regarding Item 5 below, as August 3, 2026, the Reporting Persons do not own greater than 5.00% of the outstanding Class A Ordinary Shares.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Cover Pages Items 5-9.
	(ii) Shared power to vote or to direct the vote: See Cover Pages Items 5-9.
	(iii) Sole power to dispose or to direct the disposition of: See Cover Pages Items 5-9.
	(iv) Shared power to dispose or to direct the disposition of: See Cover Pages Items 5-9.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. See Exhibit 99.1. Previously Filed
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BIGGER CAPITAL FUND L P

Signature:	/s/ Michael Bigger
Name/Title:	Michael Bigger, Managing Member of Bigger Capital Fund GP, LLC, its general partner
Date:	08/03/2026

Bigger Capital Fund GP, LLC

Signature:	/s/ Michael Bigger
Name/Title:	Michael Bigger, Managing Member
Date:	08/03/2026

Bigger Michael

Signature:	/s/ Michael Bigger
Name/Title:	Michael Bigger
Date:	08/03/2026