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August 23, 2023
Wong Kim Kwan Kings
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
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted August 14, 2023
CIK No. 0001978057
Dear Wong Kim Kwan Kings:
            We have reviewed your amended 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.
Amendment No. 2 to Draft Registration Statement
General, page 9
1.Despite your response to our prior comment 4, we note disclosure that continues to refer
to a direct agreement with the sturgeon farm.  For example, and without limitation, we
note the risk factor on pages 19-20 refers to "our exclusive supply agreement with the
PRC sturgeon farm" and states, "In April 2022, we entered into an exclusive supply
agreement with the PRC sturgeon farm, which appointed us as its exclusive distributor in
Hong Kong and Macau for conducting overseas distribution and granted us the rights to
procure caviar directly from it for a term of 10 years."  The table of principal terms on

 FirstName LastNameWong Kim Kwan Kings
 Comapany NameTop Wealth Group Holding Ltd
 August 23, 2023 Page 2
 FirstName LastName
Wong Kim Kwan Kings
Top Wealth Group Holding Ltd
August 23, 2023
Page 2
pages 62-63 also uses terminology implying that the sturgeon farm is party to the supply
agreement.  Please further revise your disclosure throughout the prospectus to clarify that
your supply agreement is via an agent, Fujian Aoxuanlaisi Biotechnology Co., Ltd., and
not directly with the sturgeon farm.  In addition, include disclosure that assesses material
related risks, including, without limitation, your ability to enforce contractual provisions
vis-à-vis the sturgeon farm.
Regulation, page 68
2.We note your response to our prior comment 5 that you sell your products to distributors
before export, and your distributors subsequently ensure your products meet the
regulations requirements of the markets the products will enter.  Please revise your
disclosure to briefly summarize the material regulations to which your products are
subject in the markets in which they are sold, and to clarify that you rely on your
distributors for compliance therewith, including any material related risks.
Related Party Transactions, page 76
3.We note your response to our prior comment 6 and reissue it.  Update information in this
section, and throughout the prospectus, to speak as the date of your prospectus or the latest
practicable date.  For example, and without limitation, we note references in this section to
outstanding amounts as of May 31, 2023, and elsewhere to the number of shares
outstanding as of May 17, 2023.
Signatures, page II-5
4.We note your response to our prior comment 7 and reissue it.  Please revise your signature
page to identify the individual(s) signing in the capacity of principal financial officer and
principal accounting officer, as required by the Instructions to Signatures on Form F-1.  If
a person is signing in more than one capacity, revise to so indicate.
Exhibits
5.We note your response to our prior comment 8 and reissue it in part.  Revise the exhibit
index description of Exhibit 10.11 to refer to both sales contracts, clearly identifying the
respective parties and dates of each.  Revise the exhibit index description of Exhibit 10.12
for consistency with your disclosure on page 64, which refers to a "service agreement," or
alternatively revise your disclosure to refer to a "Lease of Food Factory Project
Agreement," as per the exhibit index.

 FirstName LastNameWong Kim Kwan Kings
 Comapany NameTop Wealth Group Holding Ltd
 August 23, 2023 Page 3
 FirstName LastName
Wong Kim Kwan Kings
Top Wealth Group Holding Ltd
August 23, 2023
Page 3
            You may contact Beverly Singleton at 202-551-3328 or Hugh West at 202-551-3872 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Bradley Ecker at 202-551-4985 or Jennifer Angelini at 202-551-3047 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing