Top Wealth Group Holding Limited Ordinary Shares

Top Wealth Group Holding Limited has entered into a material definitive agreement with nine non-US investors for a private placement of 40 million Class A Ordinary Shares at $2.00 per share, raising aggregate gross proceeds of $80 million. The closing took place on July 22, 2026, and the shares were issued in a private placement exempt from registration under the Securities Act, relying on Section 4(a)(2) and Regulation S. Each investor agreed to a six-month restricted period during which the shares may not be offered or sold in the United States or to US persons, except as permitted by Regulation S. Following the issuance, the company has 59,579,883 Class A Ordinary Shares and 3,166,667 Class B Ordinary Shares outstanding. Top Wealth Group Holding, a Cayman Islands holding company operating through its Hong Kong subsidiary, specializes in premium sturgeon caviar sold under private labels and its own Imperial Cristal Caviar brand.