As filed with the U.S. Securities and Exchange Commission on January 11, 2024

Registration No. 333-275684

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________

AMENDMENT NO. 3

TO

FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

____________________

Top Wealth Group Holding Limited
(Exact Name of Registrant as Specified in its Charter)

____________________

Cayman Islands

  

2091

  

N/A

(State or Other Jurisdiction of
Incorporation or Organization)

  

(Primary Standard Industrial
Classification Code Number)

  

(I.R.S. Employer
Identification No.)

Units 714 & 715
7F, Hong Kong Plaza
118 Connaught Road West
Hong Kong
+852 36158567
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

____________________

Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
800-221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)

____________________

Copies to:

William S. Rosenstadt, Esq.
Mengyi “Jason” Ye, Esq.
Yarona L. Yieh, Esq.
Ortoli Rosenstadt LLP
366 Madison Avenue, 3rd Floor
New York, NY 10017
T: 212-588-0022

  

Mark E. Crone, Esq.
Liang Shih, Esq.
The Crone Law Group P.C.
420 Lexington Avenue, Suite 2446
New York, NY 10170
Telephone: +1 646-861-7891

____________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after effectiveness of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

____________

†         The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

EXPLANATORY NOTE

This Amendment No. 3 to Form F-1 (the “Amendment No. 3”) is being filed solely for the purpose of filing Exhibit 99.9 to the registration statement on Form F-1, or the Registration Statement, and to amend and restate the exhibit index set forth in Part II of the Registration Statement. No changes have been made to the Registration Statement other than this explanatory note as well as revised versions of the cover page and exhibit index of the Registration Statement. This Amendment No. 3 does not contain copies of the prospectus included in the Registration Statement which remains unchanged from the Registration Statement, filed on January 5, 2024. This Amendment No. 3 consists only of the facing page, this explanatory note, the signature pages to the Registration Statement, the exhibit index and the filed exhibits.

 

EXHIBIT INDEX

Exhibit Number

  

Description

1.1†

  

Form of Underwriting Agreement

3.1†

  

Articles of Association

5.1†

  

Opinion of Ogier regarding the validity of the Ordinary Shares being registered

8.1†

  

Opinion of David Fong & Co., Solicitors regarding certain Hong Kong tax matters (included in Exhibit 99.8)

8.2†

  

Opinion of Ogier as to Cayman Islands tax matters (included in Exhibit 5.1)

10.1†

  

English Translation of Sales Agreement between the Top Wealth Group (International) Limited and Sunfun (China) Ltd., dated December 30, 2021

10.2†

  

English Translation of Sales Agreement between the Top Wealth Group (International) Limited and Mother Nature Health (HK) Limited, dated December 30, 2021.

10.3†

  

English Translation of Sales Agreement between Top Wealth Group (International) Limited and Channel Power Limited, dated December 19, 2021

10.4†

  

English Translation of Sales Agreement between Top Wealth Group (International) Limited and Beauty & Health International Company Limited, dated December 30, 2021

10.5†

  

English Translation of Sales Agreement between Top Wealth Group (International) Limited and Beauty & Health International E-Commerce Limited, dated September 1, 2022

10.6†

  

English Translation of Sales Agreement between Top Wealth Group (International) Limited and Healthkitpro International Limited, dated December 18, 2021

10.7†

  

Employment Agreement between Top Wealth Group (International) Limited and Kwok Kuen Yuen, Registrant’s Chief Financial Officer, dated 20 November 2022

10.8†

  

Employment Agreement between the Registrant and Kwok Kuen, YUEN, Registrant’s Chief Financial Officer, dated May 16, 2023

10.9†

  

English Translation of Appointment Letter of Kim Kwan Kings, WONG as the President of Top Wealth Group (International) Limited, dated September 1, 2022

10.10†

  

Director Agreement between the Registrant and Kim Kwan Kings, WONG, Registrant’s director, Chief Executive Officer and chairman of the Board, dated May 16, 2023

10.11†

  

English Translation of Corporate Development Consultant Appointment Agreement between the Company and Mr. Haitong, CHEN, dated August 1, 2022

10.12†

  

English Translation of Caviar Sales Agreement between the Top Wealth Group (International) Limited and Fujian Aoxuanlaisi Biotechnology Co. Ltd., dated April 30, 2022

10.13†

  

English Translation of Power of Attorney granted under the Caviar Sales Agreement by Fujian Aoxuanlaisi Biotechnology Co. Ltd. to Top Wealth Group (International) Limited, dated April 30, 2022

10.14†

  

English Translation of Food Processing Factory Leasing and Service Project Agreement between Top Wealth Group (International) Limited and Sunfun (China) Limited, dated February 11, 2023

10.15†

  

English Translation of Food Processing Factory Leasing and Service Project Agreement between the Top Wealth Group (International) Limited and Sunfun (China) Limited, dated July 31, 2021

10.16†

  

English Translation of the Form of Sales Agreement of Top Wealth Group (International) Limited for its distributors

10.17†

  

English Translation of sales agreement for caviar between Fujian Longhuang Biotech Co. Limited and Fujian Aoxuanlaisi Biotechnology Co. Ltd., dated December 10, 2020

10.18†

  

English Translation of Power of Attorney granted under the sales agreement for caviar by Fujian Longhuang Biotech Co. Limited to Fujian Aoxuanlaisi Biotechnology Co. Ltd., dated December 10, 2020

10.19†

  

Director Agreement between the Registrant and Hung, CHEUNG, Registrant’s director, dated October 27, 2023

10.20†

  

English Translation of the Letter of Employment between Top Wealth Group (International) Limited and Hung, CHEUNG, dated June 25, 2022.

10.21†

  

Form of the Independent Non-Executive Director Offer Letter

14.1†

  

Code of Business Conduct and Ethics

14.2†

  

Executive Compensation Recovery Policy

1

Exhibit Number

  

Description

21.1†

  

List of Subsidiaries

23.1†

  

Consent of OneStop Assurance PAC.

23.2†

  

Consent of Ogier (included in Exhibit 5.1)

23.3†

  

Consent of David Fong & Co., Solicitors (included in Exhibit 99.8)

23.4†

  

Consent of AllBright Law Offices

99.1†

  

Audit Committee Charter

99.2†

  

Nominating Committee Charter

99.3†

  

Compensation Committee Charter

99.4†

  

Consent from Frost & Sullivan regarding the Company’s Citation of Industry Data Possessed by Frost & Sullivan

99.5†

  

Consent of Feiyong, LI, Independent Director Nominee

99.6†

  

Consent of Phei Suan, HO, Independent Director Nominee

99.7†

  

Consent of Yeung Tak, CHEN, Independent Director Nominee

99.8†

  

Opinion of David Fong & Co., Solicitors regarding certain Hong Kong legal and tax matters

99.9*

  

Request for Waiver and Representation under Item 8.A.4 of Form 20-F

107†

  

Filing Fee Table

____________

*        Filed herein

†        Previously filed

2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hong Kong, on January 11, 2024.

 

Top Wealth Group Holding Limited
   

By:

  

/s/ Kim Kwan Kings, WONG
   

Name:

  

Kim Kwan Kings, WONG
       

Chief Executive Officer and Director
(Principal Executive Officer)

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities on January 11, 2024.

Signature

  

Title

/s/ Kim Kwan Kings, WONG

  

Chief Executive Officer and Director

Name: Kim Kwan Kings, WONG

  

(Principal Executive Officer)

/s/ Kwok Kuen, YUEN

  

Chief Financial Officer

Name: Kwok Kuen, YUEN

 

(Principal Financial and Accounting Officer)

/s/ Hung, CHEUNG

  

Director

Name: Hung, CHEUNG

    

3

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933 as amended, the undersigned, the duly authorized agent in the United States of America, has signed this registration statement thereto in New York, NY on January 11, 2024.

  

Cogency Global Inc.
   

By:

  

/s/ Colleen A. De Vries
   

Name:

  

Colleen A. De Vries
   

Title:

  

Senior Vice-President on behalf of Cogency Global Inc.

4

Exhibit 99.9

 

Top Wealth Group Holding Limited

 

Units 714 & 715, 7F, Hong Kong Plaza

118 Connaught Road West

Hong Kong
+852 36158567

 

January 11, 2024

 

VIA EDGAR

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

 

Re: Top Wealth Group Holding Limited
  Registration Statement on Form F-1 (File No. 333-275684)
  Request for Waiver and Representation under Item 8.A.4 of Form 20-F

 

Ladies and Gentlemen:

 

The undersigned, Top Wealth Group Holding Limited, a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), is submitting this letter via EDGAR to the Securities and Exchange Commission (the “Commission”) in connection with the Company’s registration statement on Form F-1, as amended, initially filed on November 21, 2023 (the “Registration Statement”) relating to a proposed initial public offering and listing in the United States of the Company’s ordinary shares.

 

The Registration Statement contains audited consolidated financial statements for the two years ended December 31, 2022 and December 31, 2021, in each case prepared in accordance with accounting principles generally accepted in the United States of America, and unaudited interim financial statements for the six months ended June 30, 2023.

The Company respectfully requests that the Commission waive the requirement of Item 8.A.4 of Form 20-F, which states that in the case of a company’s initial public offering, the registration statement on Form F-1 must contain audited financial statements of a date not older than 12 months from the date of the offering (the “12-Month Requirement”). See also Division of Corporation Finance, Financial Reporting Manual, Section 6220.3.

 

The Company is submitting this waiver request pursuant to Instruction 2 to Item 8.A.4 of Form 20-F, which provides that the Commission will waive the 12-Month Requirement “in cases where the company is able to represent adequately to us that it is not required to comply with this requirement in any other jurisdiction outside the United States and that complying with this requirement is impracticable or involves undue hardship.” See also the 2004 release entitled International Reporting and Disclosure Issues in the Division of Corporation Finance (available on the Commission’s website at http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm) by the staff of the Division of Corporation Finance of the Commission at Section III.B.c, in which the staff notes that:

 

“the instruction indicates that the staff will waive the 12-month requirement where it is not applicable in the registrant’s other filing jurisdictions and is impracticable or involves undue hardship. As a result, we expect that the vast majority of IPOs will be subject only to the 15-month rule. The only times that we anticipate audited financial statements will be filed under the 12-month rule are when the registrant must comply with the rule in another jurisdiction, or when those audited financial statements are otherwise readily available.”

 

 

 

 

In connection with this waiver request, the Company represents to the Commission that:

 

1.The Company is not currently a public reporting company in any jurisdiction.

 

2.The Company is not required by any jurisdiction outside the United States to prepare consolidated financial statements audited under any generally accepted auditing standards for any interim period.

 

3.Full compliance with Item 8.A.4 of Form 20-F at present is impracticable and involves undue hardship for the Company.

 

4.The Company does not anticipate that its audited financial statements for the fiscal year ended December 31, 2023 will be available until late April, 2023.

 

5.In no event will the Company seek effectiveness of the Registration Statement if its audited financial statements are older than 15 months at the time of the Company’s initial public offering.

 

The Company is filing this letter as an exhibit to the Registration Statement pursuant to Instruction 2 to Item 8.A.4 of Form 20-F.

 

Please do not hesitate to contact me if you have any questions regarding the foregoing or if we can provide any additional information.

 

  Very truly yours,
   
  Top Wealth Group Holding Limited
   
 

/s/ Kim Kwan Kings, WONG

  By: Kim Kwan Kings, WONG
  Title:  Chief Executive Officer and Director