TWG Top Wealth Group Holding Ltd

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER 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 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 2024

 

 

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

 

 

2

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
		USD				USD				USD				%
Sales		$	4,398,690			$	6,966,288				(2,567,598	)			(36.86	)
Cost of sales			(2,076,190	)			(4,185,773	)			(2,109,583	)			(50.40	)
Gross profit			2,322,500				2,780,515				(458,015	)			(16.47	)
Other income			88				12				76				633.33
Selling expenses			(779,767	)			(64,916	)			(714,851	)			1,101.19
Administrative expense			(2,103,855	)			(895,026	)			(1,208,829	)			135.06
(Loss) profit before income tax			(561,034	)			1,820,585				(2,381,619	)			(130.82	)
Income tax credit (expense)			92,571				(361,287	)			453,858				(125.62	)
(Loss) profit and total comprehensive (loss) income for the year			(468,463	)		$	1,459,298				(1,927,761	)			(132.10	)

  

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.

 

 

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

 

 

Top Wealth Group Holding Limited

Unaudited interim condensed consolidated balance sheets

(Amounts expressed in US dollars (“$”) except for numbers of shares and par value)

 

		June 30, 2024				December 31, 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

 

 

Top Wealth Group Holding Limited

Unaudited interim condensed consolidated statements of operation and other comprehensive income

(Amounts expressed in US dollars (“$”) except for numbers of shares and par value)

 

		For the six months ended 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 share:
Ordinary shares, - basic and diluted			$ cents (1.68)				$ cents 5.40
Weighted average shares outstanding used in calculating basic and diluted (loss) earnings per share
Ordinary shares, - basic and diluted			27,802,198				27,000,000

 

 

Top Wealth Group Holding Limited

Unaudited interim condensed consolidated statements of changes in equity

(Amounts expressed in US dollars (“$”) except for numbers of shares and par value)

 

		Common stock outstanding				Amount				Additional paid-in capital				Retained earnings				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

 

 

Top Wealth Group Holding Limited

Unaudited interim condensed consolidated statements of cash flows

(Amounts expressed in US dollars (“$”) except for numbers of shares and par value)

 

		For the six months ended 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

 

 

---