SEC Comment Letter 0000000000-24-000311 to Top Wealth Group Holding Ltd (TWG) (CIK 0001978057) (TWG)
Top Wealth Group Holding Ltd (TWG) (CIK 0001978057)
Date: Jan. 9, 2024 · CIK: 0001978057 · Accession: 0000000000-24-000311
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File numbers found in text: 333-275684
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United States securities and exchange commission logo
January 9, 2024
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
Top Wealth Group Holding Ltd
Top Wealth Group Holding Ltd
Re:Top Wealth Group Holding Ltd
Amendment No. 2 to Registration Statement on Form F-1
Filed January 5, 2024
File No. 333-275684
Dear Kim Kwan Kings Wong:
We have reviewed your amended registration statement and have the following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our January 2, 2024 letter.
Amendment No. 2 to Registration Statement on Form F-1
Index to Financial Statements, page F-1
1.We note your December 31, 2022 audited financial statements are older than 12 months at
the date of this amended registration statement. Please be advised that since this is an
initial public offering of your ordinary shares, you are required to provide updated annual
financial statements and related disclosures pursuant to Item 8.A.4 of Form 20-F or, if
applicable, you should provide the representations required by Instruction 2 to Item 8.A.4
in an exhibit to the filing.
FirstName LastNameKim Kwan Kings Wong
Comapany NameTop Wealth Group Holding Ltd
January 9, 2024 Page 2
FirstName LastName
Kim Kwan Kings Wong
Top Wealth Group Holding Ltd
January 9, 2024
Page 2
Please 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
cc: Jason Ye