[SCHEDULE 13G/A] Top Wealth Group Holding Ltd Amended Passive Investment Disclosure
L1 Capital reports 0.8% stake in Top Wealth Group
L1 Capital Global Opportunities Master Fund, Ltd. filed an amended Schedule 13G reporting beneficial ownership in Top Wealth Group Holding Ltd Class A ordinary shares.
L1 Capital Global Opportunities Master Fund, Ltd. filed an amended Schedule 13G reporting beneficial ownership in Top Wealth Group Holding Ltd Class A ordinary shares. The fund reports beneficial ownership of 180,000 securities, consisting of 90,000 Series A warrants and 90,000 Series B warrants to purchase Class A ordinary shares.
This position represents 0.8% of the Class A ordinary shares outstanding, based on 22,746,550 shares outstanding as of January 6, 2026. L1 Capital has sole voting and dispositive power over all 180,000 securities. The filing notes that the securities are not held for the purpose of changing or influencing control of the issuer.
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FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake does L1 Capital report in Top Wealth Group Holding (TWG)?
L1 Capital Global Opportunities Master Fund reports beneficial ownership of 180,000 securities in Top Wealth Group Holding, representing 0.8% of the Class A ordinary shares, based on 22,746,550 shares outstanding as of January 6, 2026.
What type of securities does L1 Capital hold in TWG according to the Schedule 13G/A?
L1 Capital’s reported position consists of 90,000 Series A warrants and 90,000 Series B warrants to purchase Top Wealth Group Class A ordinary shares, for a total of 180,000 securities with sole voting and dispositive power over the entire amount.
How was L1 Capital’s 0.8% ownership in TWG calculated?
The 0.8% ownership figure is calculated using 22,746,550 Class A ordinary shares outstanding as of January 6, 2026, as disclosed in Top Wealth Group’s Registration Statement on Form F-3 filed with the SEC on February 6, 2026.
Does L1 Capital seek to influence control of Top Wealth Group Holding (TWG)?
The filing states the securities were not acquired and are not held to change or influence control of Top Wealth Group. It also notes they are not held in connection with any transaction having that purpose, other than activities tied to a specific nomination rule.
Who signs the Schedule 13G/A for L1 Capital regarding its TWG holdings?
The Schedule 13G/A is signed by David Feldman as Director of L1 Capital Global Opportunities Master Fund, Ltd. The filing notes that David Feldman and Joel Arber are directors and may be deemed to beneficially own the reported securities.
Is L1 Capital’s ownership in TWG above the 5% reporting threshold?
No. L1 Capital’s beneficial ownership is reported at 0.8% of the Class A ordinary shares. The filing explicitly notes ownership of 5 percent or less of the class, which is below the typical 5% threshold for larger block holders.
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)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
G8945S110
1
Names of Reporting Persons
L1 Capital Global Opportunities Master Fund, Ltd.
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
180,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
180,000.00
8
Shared Dispositive Power
0.00
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)
0.8 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Top Wealth Group Holding Ltd
(b)
Address of issuer's principal executive offices:
Units 714 & 715, 7F, Hong Kong Plaza, 118 Connaught Road West, Hong Kong
Item 2.
(a)
Name of person filing:
L1 Capital Global Opportunities Master Fund, Ltd.
(b)
Address or principal business office or, if none, residence:
161A Shedden Road, 1 Artillery Court,
PO Box 10085
Grand Cayman, Cayman Islands KY1-1001
(c)
Citizenship:
Cayman Islands
(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:
180,000
This amendment refers to a Schedule 13G filed with the Securities and Exchange Commission on December 11, 2025 covering 129,872 Class A Ordinary Shares purchased on December 9, 2025. The amounts in Row (5), (7) and (9) represent 90,000 Series A Warrants to purchase Class A Ordinary Shares and 90,000 Series B Class A Warrants to purchase Class A Ordinary Shares. The percentage set forth on Row (11) of the cover page for the reporting person is based on 22,746,550 Class A Ordinary Shares outstanding as of January 6, 2026, based on the Issuer's Registration Statement on Form F-3 filed with the Securities and Exchange Commission on February 6, 2026.
David Feldman and Joel Arber are the Directors of L1 Capital Global Opportunities Master Fund, Ltd. As such, L1 Capital Global Opportunities Master Fund, Ltd., Mr. Feldman, and Mr. Arber may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the issuer's securities described herein. To the extent Mr. Feldman and Mr. Arber are deemed to beneficially own such securities, Mr. Feldman and Mr. Arber disclaim beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 13 and the rules thereunder.
(b)
Percent of class:
0.8%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
180,000
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
180,000
(iv) Shared power to dispose or to direct the disposition of:
0
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.
Not Applicable
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.
