6-K
Top Wealth Group Holding Ltd (TWG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2024
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 KongTel: +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 ☐
Financial Statements and Exhibits.
The following exhibits are being filed herewith:
| Exhibit No. | Description |
|---|---|
| 99.1 | Top Wealth Group Holding Limited Announces Financial Results for the First Half of Fiscal Year 2024 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: December 31, 2024 | Top Wealth Group Holding Limited | |
|---|---|---|
| By: | /s/ Kim Kwan Kings, WONG | |
| Name: | Kim Kwan Kings, WONG | |
| Title: | Chief Executive Officer and Chairman |
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Exhibit 99.1
Top Wealth Group Holding Limited Announces Financial Results for the First Half of Fiscal Year 2024
Top Wealth Group Holding Limited (“TWG” or the “Company”) (Nasdaq: TWG) is an offshore holding company incorporated in the Cayman Islands with no material operations of its own. Through its Hong Kong operating subsidiary, the Company engaged in the trading of caviar in Hong Kong. The Company today announced its unaudited financial results for the six months ended June 30, 2024 (“First Half 2024”).
First Half of Fiscal Year 2024 Financial Results
| For the six months ended June 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | Change | |||||||
| % | |||||||||
| Sales | ) | (36.86 | ) | ||||||
| Cost of sales | ) | ) | ) | (50.40 | ) | ||||
| Gross profit | ) | (16.47 | ) | ||||||
| Other income | 633.33 | ||||||||
| Selling expenses | ) | ) | ) | 1,101.19 | |||||
| Administrative expense | ) | ) | ) | 135.06 | |||||
| (Loss) profit before income tax | ) | ) | (130.82 | ) | |||||
| Income tax credit (expense) | ) | (125.62 | ) | ||||||
| (Loss) profit and total comprehensive (loss) income for the year | ) | ) | (132.10 | ) |
All values are in US Dollars.
Revenue
Revenue decreased by 36.86% from $6,966,288 for the six months ended June 30, 2023 to $4,398,690 for the six months ended June 30, 2024. The decrease was primarily due to our Christmas promotion in fiscal year 2003 that the revenue decrease in the January to March 2024, 3 months after the 2023 Christmas promotion.
Cost of sales
Cost of sales decreased by 50.40% from $4,185,773 for the six months ended June 30, 2023 to $2,076,190 for the six months ended June 30, 2024. The decrease ratio was more than the decrease in revenue, indicating a higher gross margin. The increase in gross margin is due to increase in sales price after 2023 Christmas promotion.
Selling expense
Selling expense increased by 1,101% from $64,916 for the six months ended June 30, 2023 to $779,767 for the six months ended June 30, 2024. The increase was mainly due to increase in advertising expenses and subcontracting charges for promotional events that we promote our caviar brand in the process of IPO.
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Administrative expense
Administrative expense increased by 135.06 % from $895,026 for the six months ended June 30, 2023 to $2,103,855 for the six months ended June 30, 2024. The increase was mainly due to increase in listing expenses.
Income tax (credit) expense
Our income tax changed from $361,287 expense for the six months ended June 30, 2023 to $92,571 credit for the six months ended June 30, 2024. The change was primarily due to an increase in deferred tax asset for the loss during the First Half 2024.
Cash Flows
Net cash used in operating activities was $6,908,057 in the six months ended June 30, 2024, compared to $631,484 in the six months ended June 30, 2023. The increase was mainly due to increase in prepayments to supplier to secure our supplies of caviar.
Net cash provided by financing activities was $ 6,778,691 in the six months ended June 30, 2024, compared to net cash provided by financing activities of $ 594,673 in the six months ended June 30, 2023. This change was primarily due to the receipt of IPO net proceeds.
About Top Wealth Group Holding Limited
The Company is an offshore holding company incorporated in the Cayman Islands with no material operations of its own. Through its Hong Kong operating subsidiary, the Company engaged in the trading of caviar. For more information, please visit the Company’s website at https://www.imperialcristalcaviar.com.
Forward-Looking Statements
All statements other than statements of historical fact in this announcement are forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy, and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to,” or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and in its other filings with the SEC.
For more information, please contact:
Top Wealth Group Holding Limited
Phone: +852 3615 8567
Email: info@topwealth.cc
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Top Wealth Group Holding Limited
Unaudited interim condensed consolidated balancesheets
(Amounts expressed in US dollars (“$”) except for numbers of shares and par value)
| December 31,<br><br> 2023 | |||
|---|---|---|---|
| Assets | |||
| Current assets | |||
| Cash and cash equivalents | 4,984 | $ | 134,350 |
| Accounts receivable | 2,746,320 | 5,972,736 | |
| Inventories | 1,669,074 | 153,209 | |
| Prepayments | 7,472,306 | 274,417 | |
| Deposits paid | 595,063 | 595,063 | |
| Other receivables | 717,304 | – | |
| Total current assets | 13,205,051 | 7,129,775 | |
| Non-current assets | |||
| Property, plant and equipment, net | 72,658 | 134,538 | |
| Right-of-use assets – operating lease | 7,659 | 40,421 | |
| Deferred tax assets | 136,819 | 44,248 | |
| Total non-current assets | 217,136 | 219,207 | |
| Total assets | 13,422,187 | $ | 7,348,982 |
| Current liabilities | |||
| Accrued expenses and other payables | 221,412 | 425,673 | |
| Operating lease liabilities - current | 7,659 | 40,421 | |
| Amount due to a related party | 160,089 | 160,089 | |
| Borrowings | 369,469 | 777,893 | |
| Current income tax payable | 992,270 | 992,270 | |
| Total current liabilities | 1,750,899 | 2,396,346 | |
| Commitments and contingencies | |||
| Shareholders’ equity | |||
| Common stock, 0.0001 par value; 500,000,000 shares authorized, 29,000,000 shares issued and outstanding as of June 30, 2024 and 27,000,000 shares issued and outstanding as of December 31, 2023 | 2,900 | 2,700 | |
| Additional paid-in capital | 7,827,930 | 641,015 | |
| Retained earnings | 3,840,458 | 4,308,921 | |
| Total shareholders’ equity | 11,671,288 | 4,952,636 | |
| Total liabilities and equity | 13,422,187 | $ | 7,348,982 |
All values are in US Dollars.
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Top Wealth Group Holding Limited
Unaudited interim condensed consolidated statementsof operation and other comprehensive income
(Amounts expressed in US dollars (“$”) except for numbers of shares and par value)
| For the six months ended<br> June 30, | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| Sales | $ | 4,398,690 | $ | 6,966,288 |
| Cost of sales | (2,076,190 | (4,185,773 | ||
| Gross profit | 2,322,500 | 2,780,515 | ||
| Other income | 88 | 12 | ||
| Selling expenses | (779,767 | (64,916 | ||
| Administrative expense | (2,103,855 | (895,026 | ||
| (Loss) profit before income tax | (561,034 | 1,820,585 | ||
| Income tax credit (expense) | 92,571 | (361,287 | ||
| (Loss) profit and total comprehensive (loss) income for the year | (468,463 | $ | 1,459,298 | |
| (Loss) earnings per<br> share: | ||||
| Ordinary shares, - basic and diluted | cents (1.68) | cents 5.40 | ||
| Weighted average<br> shares outstanding used in calculating basic and diluted (loss) earnings per share | ||||
| Ordinary shares, - basic and diluted | 27,802,198 | 27,000,000 |
All values are in US Dollars.
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Top Wealth Group Holding Limited
Unaudited interim condensed consolidated statementsof changes in equity
(Amounts expressed in US dollars (“$”) except for numbers of shares and par value)
| Common<br><br> stock<br><br> outstanding | Amount | Additional<br><br> paid-in<br><br> capital | Retained<br><br> earnings | ****<br><br>Total | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of January 1, 2023^*^ | 27,000,000 | $ | 2,700 | $ | 638,326 | $ | 1,870,826 | $ | 2,511,852 | ||||
| Pro Rata Share Issuance deemed as share split | – | – | 2,699 | – | 2,699 | ||||||||
| Deemed capital reduction in reorganisation | – | – | (10 | ) | – | (10 | ) | ||||||
| Profit and total comprehensive income for the period | – | – | – | 1,459,298 | 1,459,298 | ||||||||
| Balance as of June 30, 2023 | 27,000,000 | $ | 2,700 | $ | 641,015 | $ | 3,330,124 | $ | 3,971,140 | ||||
| Balance as of January 1, 2024 | 27,000,000 | $ | 2,700 | $ | 641,015 | $ | 4,308,921 | $ | 4,952,636 | ||||
| Issuance of common stock | – | 200 | 7,186,915 | – | 7,187,115 | ||||||||
| Loss and total comprehensive loss for the period | – | – | – | (468,463 | ) | (468,463 | ) | ||||||
| Balance as of June 30, 2024 | 29,000,000 | $ | 2,900 | $ | 7,827,930 | $ | 3,840,458 | $ | 11,671,288 |
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Top Wealth Group Holding Limited
Unaudited interim condensed consolidated statementsof cash flows
(Amounts expressed in US dollars (“$”) except for numbers of shares and par value)
| For the six months ended<br><br> June 30, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Cash flows from operating activities | ||||||
| Net (loss) profit | $ | (468,463 | ) | $ | 1,459,298 | |
| Adjustments for:- | ||||||
| Depreciation of property, plant and equipment | 61,880 | 116,830 | ||||
| Deferred tax credit | (92,571 | ) | (12,505 | ) | ||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | 3,226,416 | (764,789 | ) | |||
| Inventories | (1,515,865 | ) | (1,944,124 | ) | ||
| Prepayments | (7,197,889 | ) | – | |||
| Other receivables | (717,304 | ) | – | |||
| Accounts payable | – | (5,256 | ) | |||
| Accrued expenses and other payables | (204,261 | ) | 136,526 | |||
| Amounts due with related parties | – | 8,744 | ||||
| Current income tax payable | – | 373,792 | ||||
| Net cash used in operating activities | (6,908,057 | ) | (631,484 | ) | ||
| Cash flows from financing activities | ||||||
| Proceeds from borrowings | – | 594,683 | ||||
| Repayment of borrowings | (408,424 | ) | – | |||
| Deemed capital reduction on reorganisation | (10 | ) | ||||
| Proceeds from issuance of shares | 7,187,115 | – | ||||
| Net cash provided by financing activities | 6,778,691 | 594,673 | ||||
| Net decrease in cash and cash equivalents | (129,366 | ) | (36,811 | ) | ||
| Cash and cash equivalents at beginning of period | 134,350 | 217,384 | ||||
| Cash and cash equivalents at end of period | $ | 4,984 | $ | 180,573 |
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