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-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2025
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 Kong
Tel: +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 2025 |
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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 30, 2025 | 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
First Half 2025 Unaudited Financial Results
-- First Half Revenue of $4.2 million, decrease5.6% year-over-year --
-- First Half Net Profits of $2.4 million, versusNet Loss of $0.5 million last year --
Hong Kong, September 30, 2025 (Global Newswire) – Top Wealth Group Holding Limited (NASDAQ: TWG) (“Top Wealth” or the “Company”), a company that specializes in supplying premium-class sturgeon caviar, today announced its unaudited financial results for the six months ended June 30, 2025.
First Half 2025 Financial Results
Sales
Sales for the first half 2025 were $4.2 million, representing a decrease of 5.6% from $4.4 million in the same period of 2024. During the period we have rebuilt our wine distribution business.
Total cost and operating expenses were $1.8 million in the first half of 2025, a decrease of 64.7% from $5.0 million in the same period of 2024.
| ● | Cost<br>of sales was $0.8 million in the first half of 2025, a decrease of 61.5% from $2.1 million in the same period of 2024. |
|---|---|
| ● | The<br>decrease in the cost of sales was mainly attributable to the Company’s effective cost management and a streamlined procurement<br>process. |
| --- | --- |
| ● | Selling<br>expenses were $0.7 million in the first half of 2025, a decrease of 8.6% from $0.8 million in the same period of 2024. |
| --- | --- |
| ● | Administrative<br>expenses were $0.2 million in the first half of 2025, a decrease of 88.6% from $2.1 million in the same period of 2024. The significant<br>decrease was mainly due to the leaving of the Company’s sales team in 2024. |
| --- | --- |
Profit (and Loss) Before Income Tax
Profit before income tax was $2.4 million for the first half of 2025, compared with the Loss before income tax of $0.6 million in the same period of 2024. The increase in profit before income tax was mainly due to the Company efforts in cost management and rebuilding of its wine distribution business.
Net Profit (and Loss)
Net Profit was $2.4 million, compared with a net loss of $0.5 million in the same period of 2024, which was mainly due to the factors mentioned above.
Earnings (and Loss) per Share
The Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). Each of the Company’s B Share has voting rights equal to thirty A Shares of the Company. Except for voting rights, A Shares and B Shares rank pari passu with one another and have the same rights, preferences, privileges, and restrictions.
Cash and Cash Equivalents
For the first half of 2025, the Company reported a net profit of $2.4 million, a negative operating cash flow of $28,759 and retained earnings of approximately $4.7 million. The Company’s principal sources of liquidity are sales revenues, proceeds from a initial public offering and a registered direct offering. As of June 30, 2025, the Company had cash and cash equivalents of approximately $13,621.
Management is actively managing its outstanding accounts receivable, and carefully planning its operations. The Company may also seek equity financing from outside investors when necessary.
Management believes that the above-mentioned policies and measures will provide sufficient liquidity for the Company to meet its future liquidity and capital requirements for at least the next twelve months.
About Top Wealth Group Holding Limited
Top Wealth Group Holding Limited is a holding company incorporated in the Cayman Islands, and all of its operations are carried out by its operating subsidiary in Hong Kong, Top Wealth Group (International) Limited. The Company specializes in supplying premium-class sturgeon caviar, and its caviar and caviar products are endorsed with the Convention on International Trade in Endangered Species of Wild Fauna and Flora (“CITES”) permits. The Company supplies caviar to its customers under its customer’s brand labels (i.e. private labeling), and the Company also sells the caviar product under the Company’s caviar brand, “Imperial Cristal Caviar”, which has achieved good market recognition since its launch in the market.
Exchange Rate
The Company’s principal place of operations is Hong Kong. The financial position and results of its operation are determined using Hong Kong Dollars (“HK$”), the local currency, as the functional currency. The Company’s consolidated financial statements are reported using U.S. Dollar (“US$” or “$”). The consolidated statements of income and the consolidated statements of cash flows denominated in foreign currency are translated at the average rate of exchange during the reporting period. Assets and liabilities denominated in currencies other than the reporting currency are translated into the reporting currency at the rates of exchange prevailing at the balance sheet date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. As the cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets.
The exchange rates in effect as of June 30, 2025 and June 30, 2024 were US$1 for HK$7.8 and HK$7.8, respectively. The average exchange rates for the six months ended June 30, 2025 and 2024 were US$1 for HK$7.8 and HK$7.8, respectively.
Safe Harbor Statement
This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. The Company may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in verbal statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including but not limited to statements about the Company’s beliefs and expectations, are forward-looking statements. Forward looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement. Further information regarding these and other risks is included in the Company’s filings with the Securities and Exchange Commission. All information provided in this press release is as of the date of the press release, and the Company undertakes no duty to update such information, except as required under applicable law.
For more information, please contact:
Top Wealth Group Holding Limited
Investor Relations
Email: ir@topwealth.cc
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Top Wealth Group Holding Limited
Unaudited interim condensed consolidated balancesheets
(Amounts expressed in US dollars (“$”) except for numbers of shares and par value)
| December 31,<br> 2024 | |||
|---|---|---|---|
| Assets | |||
| Current assets | |||
| Cash and cash equivalents | 13,621 | $ | 42,380 |
| Accounts receivable | 5,401,899 | 1,563,289 | |
| Prepayments | 940,469 | 1,567,448 | |
| Deposits paid | 605,981 | 605,981 | |
| Total current assets | 6,961,970 | 3,779,098 | |
| Non-current assets | |||
| Property, plant and equipment, net | 72,658 | 72,658 | |
| Prepayment of long term assets | 15,086,533 | 15,888,928 | |
| Deferred tax assets | 44,248 | 44,248 | |
| Total non-current assets | 15,203,439 | 16,005,834 | |
| Total assets | 22,165,409 | $ | 19,784,932 |
| Current liabilities | |||
| Accrued expenses and other payables | 69,959 | 212,593 | |
| Amount due to a related party | 314,259 | 140,564 | |
| Current income tax payable | 760,075 | 811,357 | |
| Total current liabilities | 1,144,293 | 1,164,514 | |
| Commitments and contingencies | |||
| Shareholders’ equity | |||
| Class A ordinary shares, 0.009 par value; 5,000,000 shares authorized,<br>455,583 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively<br>Class B ordinary shares, 0.009 per value; 555,556 shares authorized, 166,667 shares issued and outstanding as of June 30, 2025 and December<br>31, 2024, respectively (Note) | 5,600 | 5,600 | |
| Additional paid-in capital | 16,325,412 | 16,325,412 | |
| Retained earnings | 4,690,104 | 2,289,406 | |
| Total shareholders’ equity | 21,021,116 | 18,620,418 | |
| Total liabilities and equity | 22,165,409 | $ | 19,784,932 |
All values are in US Dollars.
(Note: All number of shares were retrospectively applied after a 1 for 90 shares consolidation on July 21, 2025, as if the share consolidation was in effect through the earliest period presented)
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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, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Sales | $ | 4,153,227 | $ | 4,398,690 | ||
| Cost of sales | (800,000 | ) | (2,076,190 | ) | ||
| Gross profit | 3,353,227 | 2,322,500 | ||||
| Other income | - | 88 | ||||
| Selling expenses | (712,930 | ) | (779,767 | ) | ||
| Administrative expense | (239,600 | ) | (2,103,855 | ) | ||
| Proft (loss) before income tax | 2,400,698 | (561,034 | ||||
| Income tax credit | (92,571 | ) | ||||
| Proft (loss) and total comprehensive income (loss) for the year | $ | 2,400,698 | $ | (468,463 | ) | |
| Earnings (loss) per share: | ||||||
| Ordinary shares, - basic and diluted | $ | 3.86 | $ | (1.51 | ) | |
| Weighted average shares outstanding used in calculating basic and diluted (loss) earnings per share | ||||||
| Ordinary shares, - basic and diluted (Note) | 622,250 | 309,229 |
(Note: All number of shares were retrospectively applied after a 1 for 90 shares consolidation on July 21, 2025, as if the share consolidation was in effect through the earliest period presented)
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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> stock<br> outstanding | Amount | Additional<br> paid-in<br> capital | Retained<br> earnings | Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Note) | ||||||||||||
| Balance as of January 1, 2024 | 300,000 | $ | 2,700 | $ | 641,015 | $ | 4,308,921 | $ | 4,952,636 | |||
| Issuance of common stock | 22,222 | 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 | 322,222 | $ | 2,900 | $ | 7,827,930 | $ | 3,840,458 | $ | 11,671,288 | |||
| Balance as of January 1, 2025 | 622,222 | $ | 5,600 | $ | 16,325,412 | $ | 2,289,406 | $ | 18,620,418 | |||
| Profit and total comprehensive income for the period | – | – | – | 2,400,698 | 2,400,698 | |||||||
| Balance as of June 30, 2025 | 622,222 | $ | 5,600 | $ | 16,325,412 | $ | 4,690,104 | $ | 21,021,116 |
(Note: All number of shares were retrospectively applied after a 1 for 90 shares consolidation on July 21, 2025, as if the share consolidation was in effect through the earliest period presented)
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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> June 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Cash flows from operating activities | ||||||
| Net (loss) profit | $ | 2,400,698 | $ | (468,463 | ) | |
| Adjustments for:- | ||||||
| Depreciation of property, plant and equipment | - | 61,880 | ||||
| Deferred tax credit | - | (92,571 | ) | |||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | (3,838,610 | ) | 3,226,416 | |||
| Inventories | (1,515,865 | ) | ||||
| Prepayments | 1,429,374 | (7,197,889 | ) | |||
| Other receivables | - | (717,304 | ) | |||
| Accrued expenses and other payables | (142,634 | ) | (204,261 | ) | ||
| Amounts due with related parties | 173,695 | – | ||||
| Current income tax payable | (51,282 | ) | – | |||
| Net cash used in operating activities | (28,759 | ) | (6,908,057 | ) | ||
| Cash flows from financing activities | ||||||
| Repayment of borrowings | - | (408,424 | ) | |||
| Proceeds from issuance of shares | - | 7,187,115 | ||||
| Net cash provided by financing activities | - | 6,778,691 | ||||
| Net decrease in cash and cash equivalents | (28,759 | ) | (129,366 | ) | ||
| Cash and cash equivalents at beginning of period | 42,380 | 134,350 | ||||
| Cash and cash equivalents at end of period | $ | 13,621 | $ | 180,573 |
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