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June 13, 2023
Kim Kwan Kings Wong
Chief Executive Officer
Top Wealth Group Holding Ltd
Units 714 & 715
7F, Hong Kong Plaza
118 Connaught Road West
Hong Kong
Re:Top Wealth Group Holding Ltd
Draft Registration Statement on Form F-1
Submitted May 17, 2023
CIK No. 0001978057
Dear Kim Kwan Kings Wong:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Cover Page
1.Please disclose prominently on the prospectus cover page that you are not a Hong
Kong operating company but a Cayman Islands holding company with operations
conducted by your subsidiaries based in Hong Kong and that this structure involves
unique risks to investors. If true, disclose that these contracts have not been tested in
court. Provide a cross-reference to your detailed discussion of risks facing the company
and the offering as a result of this structure.

 FirstName LastNameKim Kwan Kings Wong
 Comapany NameTop Wealth Group Holding Ltd
 June 13, 2023 Page 2
 FirstName LastNameKim Kwan Kings Wong
Top Wealth Group Holding Ltd
June 13, 2023
Page 2
2.Provide prominent disclosure about the legal and operational risks associated with being
based in or having the majority of the company’s operations in China and Hong Kong.
Your disclosure should make clear whether these risks could result in a material change in
your operations and/or the value of the securities you are registering for sale or could
significantly limit or completely hinder your ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or be worthless.
Your disclosure should address how recent statements and regulatory actions by China’s
government, such as those related to the use of variable interest entities and data security
or anti-monopoly concerns, have or may impact the company’s ability to conduct its
business, accept foreign investments, or list on a U.S. or other foreign exchange. Please
disclose the location of your auditor’s headquarters and whether and how the Holding
Foreign Companies Accountable Act, as amended by the Consolidated Appropriations
Act, 2023, and related regulations will affect your company. Your prospectus summary
should address, but not necessarily be limited to, the risks highlighted on the prospectus
cover page.
3.Provide a description of how cash is transferred through your organization and disclose
your intentions to distribute earnings or settle amounts owed under applicable agreements.
State whether any transfers, dividends, or distributions have been made to date between
the holding company, its subsidiaries, and consolidated entities, or to investors, and
quantify the amounts where applicable.
4.We note disclosure that you will be a controlled company based on the ownership of
Winwin Development (BVI) Limited following the offering.  Please revise your cover
page and summary to (i) disclose the beneficial ownership and control of your Chief
Executive Officer, chairman, and director and (ii) clearly state whether you intend to take
advantage of the controlled company exemptions under the Nasdaq rules.  Additionally
revise your risk factor on page 14 to highlight potential conflicts of interest related to the
management roles and controlling shareholding interest of Mr. Wong Kim Kwan Kings.
Conventions Which Apply to this Prospectus, page iii
5.Refer to the description of Winwin Development (BVI).  We note this refers to Winwin
Development Group Limited.  Please also indicate if this is the same entity as Winwin
Development (BVI) Limited, your controlling shareholder, as disclosed on the
prospectus cover page.  If these are two separate entities, please define the relationship of
each with your Company.
6.Refer to the paragraph discussion of your reporting currency.  In the first sentence, please
reconcile the disclosure that your reporting currency is Hong Kong dollars, with
disclosure on page F-9 that the consolidated financial statements are reported using U.S.
dollars.  Also, consider clarifying on page iii that your functional currency is Hong Kong
dollars for the reason that your business is mainly conducted in Hong Kong and most of
your revenues are denominated in Hong Kong dollars.

 FirstName LastNameKim Kwan Kings Wong
 Comapany NameTop Wealth Group Holding Ltd
 June 13, 2023 Page 3
 FirstName LastNameKim Kwan Kings Wong
Top Wealth Group Holding Ltd
June 13, 2023
Page 3
Prospectus Summary, page 1
7.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in China poses to investors.
In particular, describe the significant regulatory, liquidity, and enforcement risks with
cross-references to the more detailed discussion of these risks in the prospectus. For
example, specifically discuss risks arising from the legal system in China, including risks
and uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more
control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of the
securities you are registering for sale. Acknowledge any risks that any actions by the
Chinese government to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
8.Disclose each permission or approval that you or your subsidiaries are required to obtain
from Chinese and Hong Kong authorities to operate your business and to offer the
securities being registered to foreign investors. State whether you or your subsidiaries are
covered by permissions requirements from the China Securities Regulatory Commission
(CSRC), Cyberspace Administration of China (CAC) or any other governmental agency
that is required to approve your or your subsidiaries’ operations, and state affirmatively
whether you have received all requisite permissions or approvals and whether any
permissions or approvals have been denied. Please also describe the consequences to you
and your investors if you or your subsidiaries: (i) do not receive or maintain such
permissions or approvals, (ii) inadvertently conclude that such permissions or approvals
are not required, or (iii) applicable laws, regulations, or interpretations change and you are
required to obtain such permissions or approvals in the future. In this regard, we note your
disclosure relating to the CSRC "Trial Measures."
9.Provide a clear description of how cash is transferred through your organization. Disclose
your intentions to distribute earnings or settle amounts owed under your operating
structure. Quantify any cash flows and transfers of other assets by type that have occurred
between the holding company and its subsidiaries, and direction of transfer. Quantify any
dividends or distributions that a subsidiary has made to the holding company and which
entity made such transfer, and their tax consequences. Similarly quantify dividends or
distributions made to U.S. investors, the source, and their tax consequences. Your
disclosure should make clear if no transfers, dividends, or distributions have been made to
date. Describe any restrictions on foreign exchange and your ability to transfer cash
between entities, across borders, and to U.S. investors. Describe any restrictions and
limitations on your ability to distribute earnings from the company, including your
subsidiaries, to the parent company and U.S. investors as well as the ability to settle

 FirstName LastNameKim Kwan Kings Wong
 Comapany NameTop Wealth Group Holding Ltd
 June 13, 2023 Page 4
 FirstName LastNameKim Kwan Kings Wong
Top Wealth Group Holding Ltd
June 13, 2023
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amounts owed under applicable agreements.
Risk Factors, page 8
10.We note your disclosure that you rely on one PRC-based sturgeon farm for your supply of
caviar. Please tell us what consideration you gave to adding risk factor disclosure
discussing the Chinese government’s significant oversight and discretion over the conduct
of your suppliers. This could include the risk that the Chinese government may intervene
or influence the operations of your suppliers at any time, and whether this could result in a
material change in your operations and/or the value of the securities you are registering.
11.We note your disclosure on page 11 regarding changes in the preferential trade status of
Hong Kong.  Please revise your disclosure to provide an update since the executive order
in July 2020 and to specifically describe the effects of these changes on your business and
operations.
12.We note your disclosure on page 15 indicating that the PRC sturgeon farm is responsible
for CITES permitting and the supply chain management company is responsible for
import and re-export licensing.  Please specifically disclose whether all such permits and
licenses have been received, and whether any have been denied or revoked.  Describe
your control measures, if any, to ensure third party compliance with applicable permitting
and licensing requirements.  Additionally describe the consequences related to these
requirements, including violations thereof, and the potential related risks to you and
investors.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 38
13.In the first paragraph, describe the nature of the business operations established in
2009 and the events and operations subsequent thereto, prior to diversifying into the
caviar business in 2021.  In this regard, we note Top Wealth Group (International)
Limited was incorporated in September 2009 in Hong Kong and in August 2021 it
established the caviar business.  Describe the nature of any business operations and
revenues between September 2009 and August 2021, and how any prior business
operations were disposed of or had since ceased.
Results of Operations
Comparison of Fiscal Year Ended December 31, 2022 and December 31, 2021
Cost of Revenue, page 40
14.Refer to the paragraph discussion of cost of revenues.  In the second sentence, it appears
the amounts should be reversed as pertaining to the years ended December 31, 2022 and
2021.  Also, refer to the paragraph discussion of administrative and selling expenses.  In
the first paragraph, it appears a description of (iv) is missing.  Also, in both tables that
follow on page 41, please expand to include reconciling line items that will result in

 FirstName LastNameKim Kwan Kings Wong
 Comapany NameTop Wealth Group Holding Ltd
 June 13, 2023 Page 5
 FirstName LastName
Kim Kwan Kings Wong
Top Wealth Group Holding Ltd
June 13, 2023
Page 5
consolidated totals of administrative expenses and of selling expenses.  As an example,
the table of administrative expenses does not appear to be a complete total of all costs and
relative percentages equating to 100%.
Critical Accounting Policies and Estimates, page 43
15.We note you have included substantially all of the significant accounting policies from
your audited financial statements footnotes.  However, pursuant to Item 303(b)(3) of
Regulation S-K, critical accounting estimates are those estimates made in accordance with
generally accepted accounting principles that involve a significant level of estimation
uncertainty and have had or are reasonably likely to have a material impact on the
financial condition or results of operations of the registrant.  In this regard, please revise to
only include in MD&A those that are considered to be critical accounting polices within
the meaning of Item 303(b)(3) of Regulation S-K.
Our Industry, page 47
16.We note that the prospectus includes industry data based on a report from Frost
& Sullivan that was commissioned by you in connection with the offering.  Please file the
consent of such third party pursuant to Rule 436 of the Securities Act as an exhibit to your
registration statement.  We further note your statement that, "neither we nor any other
party involved in this Offering makes any representation as to the accuracy or
completeness" of certain information derived from the industry report.  This
statement appears to imply a disclaimer of responsibility for this information.   Please
either revise this section to remove such implication or specifically state that you are
liable for all information in the registration statement.
17.We note the description of up-stream, mid-stream, and downstream industry participants
under the caption "Value Chain Analysis of the Global Caviar Consumption Market."
Please revise to clarify how your business is consistent with or differs from this
description.  Provide sufficient information to allow investors to evaluate your business
model, here or by cross-reference to disclosure included in the business section.
Business, page 51
18.We note your disclosure that, "Our mission is to become a world-renowned supplier of the
finest selection of luxury delicacies and offer gourmet products around the globe," yet it
appears that your current product offering is limited to sturgeon caviar.  Please revise
disclosure in this section to describe your business plans to offer other products, or revise
the mission statement accordingly.  Please also include disclosure to explain the term
"premium class."  Revise or balance by referring to your limited operating history the
following statements, "we are a fast-growing supplier of luxury delicacies," "Imperial
Cristal Caviar has continuously achieved tremendous sales growth since its launch," and
"our customer base has continuously expanded."

 FirstName LastNameKim Kwan Kings Wong
 Comapany NameTop Wealth Group Holding Ltd
 June 13, 2023 Page 6
 FirstName LastName
Kim Kwan Kings Wong
Top Wealth Group Holding Ltd
June 13, 2023
Page 6
19.Your disclosure indicates that "we have recently expanded our business from only selling
through distributors to selling our products directly to overseas customers," while
disclosure elsewhere appears to describe your market expansion in prospective terms
(e.g., pages 39-40).  Please revise this section to include a specific, clear description of
your current operations and plans to expand operations, including the expected timing and
material obstacles to overcome.   Distinguish clearly your aspirations from your
accomplishments throughout.
20.Disclosure on page 58 indicates that your supply agreement with the Fujian sturgeon
farm appoints you as its exclusive distributor in Hong Kong and Macau for conducting
overseas distribution and grants you the right to procure caviar directly from it for a term
of 10 years.  Please revise your disclosure to describe the material terms and conditions of
this supply agreement.  Address, without limitation, the following items:

•Any limitations on your business or ability to enter contracts with other caviar
producers d