SecProbe.io

CORRESP
 1
 filename1.htm

 December 3, 2025

 Via EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

 Dear SEC Officers:

 Re:
 Top Wealth Group Holding Limited

 Registration Statement on Form F-1, as amended (File No. 333-290351)

 Request for Acceleration of Effectiveness

 Ladies and Gentlemen:

 In accordance with Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended (the " Securities Act "),, Univest Securities, LLC,
as the placement agent, hereby join the Company's requests that the effectiveness of the above-referenced Registration Statement
on Form F-1 (the "Registration Statement") be accelerated and that the Registration Statement become effective at 4:30 p.m.,
Eastern Time, on December 8, 2025, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the General Rules and
Regulations under the Securities Act, please be advised that there will be distributed to each placement agent or dealer, who is reasonably
anticipated to participate in the distribution of the securities in this offering, as many copies of the Preliminary Prospectus, dated
November 20, 2025, as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

 The undersigned advises that it has complied and
will continue to comply, and that they have been informed by the participating dealers that they have complied with and will continue
to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Very
 truly yours,

 Univest
 Securities, LLC

 /s/
 Edric Yi Guo

 Name:
 Edric
 Yi Guo

 Title:
 Chief Executive Officer

 cc:
 Mclaughlin & Stern, LLP
Loeb & Loeb LLP

CORRESP
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 Top Wealth Group Holding Limited

 December 3, 2025

 Via EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

 Dear SEC Officers:

 Re:
 Top Wealth Group Holding Limited

 Registration Statement on Form F-1, as amended (File No. 333-290351)

 Request for Acceleration of Effectiveness

 Ladies and Gentlemen:

 In accordance with Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended, Top Wealth Group Holding Limited hereby requests that the effectiveness
of the above-referenced Registration Statement on Form F-1 (the "Registration Statement") be accelerated and that the Registration
Statement become effective at 4:30p.m., Eastern Time, on December 8, 2025, or as soon thereafter as practicable.

 Very truly yours,

 Top Wealth Group Holding Limited

 /s/ Kim Kwan Kings, WONG

 Name:
 Kim Kwan Kings, WONG

 Title:
 Chief Executive Officer, Director and Chairman

 cc:
 Loeb & Loeb LLP
Mclaughlin & Stern, LLP

CORRESP
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September 23, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of manufacturing

100 F. Street, N.E.

Washington, D.C. 20549

    Re:
    Top Wealth Group Holding Limited

    Registration Statement on Form F-1

    Filed September 18, 2025

    File No. 333-290351

Ladies and Gentlemen:

On behalf of our client,
Top Wealth Group Holding Limited (the “Company”), we have set forth below responses to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission contained in its letter dated September 22, 2025, with respect to Registration Statement on
Form F-1 (“F-1”) filed on September 18, 2025 by the Company. For your convenience, the text of the Staff’s comments
is set forth below in bold, followed in each case by the Company’s responses. Please note that all references to page numbers in
the responses are references to the page numbers in the revised Form F-1 (the “Revised F-1”), filed concurrently with the
submission of this letter in response to the Staff’s comments.

Registration Statement on Form F-1

Cover Page

    1.
    We note the cross-reference to a risk factor in the nineteenth paragraph of the cover page. However, the filing does not appear to include the risk factor. Please advise or revise.

Response: In response to the Staff’s
comment, the Company has revised the heading of the risk factor on the Cover Page and Page 13 to match with the cross-referenced risk
factor on page 29.

    2.
    Please identify the placement agent in your next amendment.

Response: In response to the Staff’s
comment, the identity of the placement agent will be disclosed in a future amendment
to the F-1.

Overview, Page 2

    3.
    We note the disclosure on page 4 that on July 17, 2025 that the company issued a press release announcing the approval of a proposed 1-for-90 share consolidation of the company’s Class A Ordinary Shares and Class B Ordinary Shares, at the opening of trading on July 21, 2025, the Class A Ordinary Shares began trading on a post-Share Consolidation basis on the Nasdaq Capital Market under the same symbol, and that the objective of the share consolidation was to enable the company to regain compliance with Nasdaq Marketplace Rule 5550(a)(2) and maintain listing on the Nasdaq Capital Market. Please ensure that you have updated the disclosure throughout your filing about listing on the Nasdaq Capital Market. In this regard, we note the disclosure on page 33 that on December 9, 2024, the company received a notice from Nasdaq about the failure to comply with the minimum closing bid price requirement and that the company has until June 9, 2025 to regain compliance with Nasdaq’s minimum bid price requirement.

Response: In response to the Staff’s
comment, the Company has revised the relevant disclosure on page 33.

Regulatory Developments in the PRC, page
5

    4.
    We note your response to prior comment 4. Please specifically discuss risks arising from the legal system in China, including 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.

Response: In response to the Staff’s
comment, the Company has revised the relevant disclosure on pages 5 and 6.

If we fail to meet applicable listing requirements,
page 33

    5.
    We note a recent proposal by the Nasdaq to amend its listing standards may impose additional hurdles for companies operating principally in China (including Hong Kong and Macau) and that these proposed changes include an accelerated process for suspending and delisting companies with a listings deficiency that also have a market value of listed securities below $5 million. Please revise your risk factor to address the potential effects this proposal could have on your ability to maintain a listing on the Nasdaq National Capital Market Exchange.

Response: In response to the Staff’s
comment, the Company has revised the relevant disclosure on pages 33 and 34.

    6.
    Please expand the disclosure about Nasdaq delisting to discuss whether and how the offering will affect your ability to regain and/or maintain compliance with the listing rules.

Response: In response to the Staff’s
comment, the Company has revised the relevant disclosure on pages 33 and 34.

Should the Staff have any
questions concerning this submission or require any additional information, please contact our counsel Mr. Herman Lee at hlee@loeb.com
or +852 6306 1150.

    Very truly yours,

    /s/ Lawrence S. Venick

    Lawrence Venick

    Partner

September 22, 2025
Kim Kwan Kings WONG
Chief Executive Officer
Top Wealth Group Holding Limited
Units 714 & 715
7F, Hong Kong Plaza
118 Connaught Road West
Hong Kong
Re:Top Wealth Group Holding Limited
Registration Statement on Form F-1
Filed September 18, 2025
File No 333-290351
Dear Kim Kwan Kings WONG:
            We have conducted a limited review of your registration statement and have the
following comments.
            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.
Registration Statement on Form F-1 filed September 18, 2025
Cover Page
1.We note the cross-reference to a risk factor in the nineteenth paragraph of the cover
page.  However, the filing does not appear to include the risk factor.  Please advise or
revise.
2.Please identify the placement agent in your next amendment.
Overview, page 2
We note the disclosure on page 4 that on July 17, 2025 that the company issued a
press release announcing the approval of a proposed 1-for-90 share consolidation of
the company’s Class A Ordinary Shares and Class B Ordinary Shares, at the opening 3.

September 22, 2025
Page 2
of trading on July 21, 2025, the Class A Ordinary Shares began trading on a post-
Share Consolidation basis on the Nasdaq Capital Market under the same symbol, and
that  the objective of the share consolidation was to enable the company to regain
compliance with Nasdaq Marketplace Rule 5550(a)(2) and maintain listing on the
Nasdaq Capital Market.  Please ensure that you have updated the disclosure
throughout your filing about listing on the Nasdaq Capital Market. In this regard, we
note the disclosure on page 33 that on December 9, 2024, the company received a
notice from Nasdaq about the failure to comply with the minimum closing bid price
requirement and that the company has until June 9, 2025 to regain compliance with
Nasdaq’s minimum bid price requirement.
Regulatory Developments in the PRC, page 5
4.We note your response to prior comment 4.  Please specifically discuss risks arising
from the legal system in China, including 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.
If we fail to meet applicable listing requirements, page 33
5.We note a recent proposal by the Nasdaq to amend its listing standards may impose
additional hurdles for companies operating principally in China (including Hong
Kong and Macau) and that these proposed changes include an accelerated process for
suspending and delisting companies with a listings deficiency that also have a market
value of listed securities below $5 million.  Please revise your risk factor to address
the potential effects this proposal could have on your ability to maintain a listing on
the Nasdaq National Capital Market Exchange.
6.Please expand the disclosure about Nasdaq delisting to discuss whether and how the
offering will affect your ability to regain and/or maintain compliance with the listing
rules.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Thomas Jones at 202-551-3602 or Erin Purnell at 202-551-3454 with
any questions.

September 22, 2025
Page 3
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Lawrence S. Venick, Esq.

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September 18, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of manufacturing

100 F. Street, N.E.

Washington, D.C. 20549

    Re:
    Top Wealth Group Holding Limited

    Confidential Submission of Draft Registration Statement on Form F-1

    Submitted September 2, 2025

    CIK No. 0001978057

Ladies and Gentlemen:

On behalf of our client, Top
Wealth Group Holding Limited (the “Company”), we have set forth below responses to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission contained in its letter dated September 16, 2025, with respect to Draft Registration Statement
on Form F-1 (“F-1”) submitted on September 2, 2025 by the Company. For your convenience, the text of the Staff’s comments
is set forth below in bold, followed in each case by the Company’s responses. Please note that all references to page numbers in
the responses are references to the page numbers in the revised Form F-1 (the “Revised F-1”), filed concurrently with the
submission of this letter in response to the Staff’s comments.

Draft Registration Statement on Form F-1

Cover Page

 1. We note the disclosure on page 4 about your dual-class stock structure with disparate voting rights
and the disclosure in the risk factor on page 10 that through Winwin Development Group Limited, Mr. Kim Kwan Kings, WONG owned approximately
12.59% of your issued and outstanding Class A Ordinary Shares and 100% of your issued and outstanding Class B Ordinary Shares, representing
92.70% voting rights as of the date of this prospectus. Please revise the cover page to disclose the nature of the disparate voting rights,
quantify the voting power that Mr. Kim Kwan Kings, WONG will retain after the offering, and discuss the ability to control matters requiring
shareholder approval, including the election of directors, amendment of organizational documents, and approval of major corporate transactions.

Response: In response to the Staff’s
comment, the Company has revised the relevant disclosure on the Cover Page and page 28.

 2. Please tell us how you determined the references on pages 10 and 11 to 12.59% and 92.70%.

Response: In response to the Staff’s
comment, the Company has revised the relevant disclosure on the Cover Page and page 28.

Prospectus Summary, Page 1

 3. We note the disclosure about the legal and operational risks in the fourteenth paragraph of the cover
page. Your prospectus summary should address, but not necessarily be limited to, the risks highlighted on the prospectus cover page.

Response: In response to the Staff’s
comment, the Company has revised the relevant disclosure on pages 5 to 8.

 4. Please expand the disclosure in this section to include the disclosure required by Item 3 of Registration
Statement on Form F-1 and Item 105(b) of Regulation S-K. For example, include in this section a summary of risk factors and disclose the
risks that your corporate structure and being based in or having the majority of the company’s operations in Hong Kong 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
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. Please note that each summary risk factor should have a cross-reference to the relevant individual
detailed risk factor.

Response: In response to the Staff’s
comment, the Company has revised the relevant disclosure on pages 10 to 13, 16 to 25.

 5. 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.

Response: In response to the Staff’s
comment, the Company has revised the relevant disclosure on page 8.

Should the Staff have any
questions concerning this submission or require any additional information, please contact our counsel Mr. Herman Lee at hlee@loeb.com
or +852 6306 1150.

    Very truly yours,

    /s/ Lawrence S. Venick

    Lawrence Venick

Partner

September 16, 2025
Kim Kwan Kings WONG
Chief Executive Officer
Top Wealth Group Holding Limited
Units 714 & 715
7F, Hong Kong Plaza
118 Connaught Road West
Hong Kong
Re:Top Wealth Group Holding Limited
Draft Registration Statement on Form F-1
Submitted September 2, 2025
CIK No. 0001978057
Dear Kim Kwan Kings WONG:
            We have conducted a limited review of your draft registration statement and have the
following comments.
            Please respond to this letter by providing any requested information and by publicly
filing your registration statement and non-public draft submission on EDGAR. 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 the information you provide in response to this letter and your filed
registration statement, we may have additional comments.
Draft Registration Statement on Form F-1 submitted September 2, 2025
Cover Page
We note the disclosure on page 4 about your dual-class stock structure with disparate
voting rights and and the disclosure in the risk factor on page 10 that through Winwin
Development Group Limited, Mr. Kim Kwan Kings, WONG owned approximately
12.59% of your issued and outstanding Class A Ordinary Shares and 100% of your
issued and outstanding Class B Ordinary Shares, representing 92.70% voting rights as
of the date of this prospectus. Please revise the cover page to disclose the nature of the
disparate voting rights, quantify the voting power that Mr. Kim Kwan Kings,
WONG will retain after the offering, and discuss the ability to control matters
requiring shareholder approval, including the election of directors, amendment 1.

September 16, 2025
Page 2
of organizational documents, and approval of major corporate transactions.
2.Please tell us how you determined the references on pages 10 and 11 to 12.59% and
92.70%.
Prospectus Summary, page 1
3.We note the disclosure about the legal and operational risks in the fourteenth
paragraph of the cover page.  Your prospectus summary should address, but not
necessarily be limited to, the risks highlighted on the prospectus cover page.
4.Please expand the disclosure in this section to include the disclosure required by Item
3 of Registration Statement on Form F-1 and Item 105(b) of Regulation S-K.  For
example, include in this section a summary of risk factors and disclose the risks that
your corporate structure and being based in or having the majority of the company’s
operations in Hong Kong 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 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. Please note that each summary risk factor should have a cross-reference
to the relevant individual detailed risk factor.
5.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.

September 16, 2025
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            We also remind you that your registration statement and non-public draft submission
must be on file at least two business days prior to the requested effective date and time. Refer
to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to
review any amendment prior to the requested effective date of the registration statement.
            Please contact Thomas Jones at 202-551-3602 or Erin Purnell at 202-551-3454 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Lawrence S. Venick, Esq.

CORRESP
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Top Wealth Group Holding Limited

September 27, 2024

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C., 20549

    Re:
    Top Wealth Group Holding Limited

    Registration Statement on Form F-1, as amended (File No. 333-282302)

    Request for Acceleration of Effectiveness

Ladies and Gentlemen:

In accordance with Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended, Top Wealth Group Holding Limited hereby requests that the effectiveness of the
above-referenced Registration Statement on Form F-1 (the “Registration Statement”) be accelerated and that the Registration
Statement become effective at 5:15p.m., Eastern Time, on September 30, 2024, or as soon thereafter as practicable.

    Very truly yours,

    Top Wealth Group Holding Limited

    By:
    /s/ Kim Kwan Kings, WONG

    Name:
    Kim Kwan Kings, WONG

    Title:
    Chief Executive Officer, Director

and Chairman

    cc:
    Mengyi “Jason” Ye, Esq.

    Ortoli Rosenstadt LLP

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September 27, 2024

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F. Street, NE

Washington, D.C., 20549

    Re:
    Top Wealth Group Holding Limited (the “Company”)

    Registration Statement on Form F-1, as amended (File No. 333-282302)

    Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended, AC Sunshine Securities LLC, as the placement agent, hereby requests acceleration
of the effective date of the above-referenced Registration Statement so that it will become effective at 5:15 p.m., Eastern Time, on September
30, 2024, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Ortoli Rosenstadt LLP, request
by telephone that such Registration Statement be declared effective.

    Very truly yours,

    AC Sunshine Securities LLC

    By:
    /s/ Ying Cui

    Name:
    Ying Cui

    Title:
    Chief Executive Officer

    cc:
    Laura Hemmann, Esq.

    iTKG Law LLC

August 19, 2024
Kim Kwan Kings Wong
Chief Executive Officer
Top Wealth Group Holding Limited
Units 714 & 715, 7F, Hong Kong Plaza
188 Connaught Road West
Hong Kong
Re:Top Wealth Group Holding Limited
Draft Registration Statement on Form F-1
Submitted August 13, 2024
CIK No. 0001978057
Dear Kim Kwan Kings Wong:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior to
the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Jenny O'Shanick at 202-551-8005 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Mengyi “Jason” Ye, Esq.

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Top
Wealth Group Holding Limited

Units 714 & 715, 7F, Hong Kong Plaza

188 Connaught Road West, Hong Kong

July 19, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C., 20549

    Re:
    Top
    Wealth Group Holding Limited

    Registration Statement on Form F-1, as amended (File No. 333-280654)

    Request for Acceleration of Effectiveness

Ladies and Gentlemen:

In accordance with Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended, Top Wealth Group Holding Limited hereby requests an acceleration
of the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, so that such Registration Statement
will become effective at 4:00 p.m., Eastern Time, on July 23, 2024, or as soon thereafter as practicable.

The Company understands that the Commission will
consider this request for acceleration of the effective date of the Registration Statement as a confirmation of the fact that the Company
is aware of its responsibilities under the Securities Act as they relate to the proposed public offering of the securities specified in
the Registration Statement.

    Very truly yours,

    Top Wealth Group Holding Limited

    By:
    /s/ Kim Kwan Kings, WONG

    Name:
    Kim Kwan Kings, WONG

    Title:
    Chief Executive Officer, Director, and Chairman of the Board

CORRESP
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Top
Wealth Group Holding Limited

Units 714 & 715, 7F, Hong Kong Plaza

188 Connaught Road West, Hong Kong

July 18, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C., 20549

    Re:
    Top Wealth Group Holding Limited

Withdrawal of Acceleration Request - Registration
Statement on Form F-1, as amended (File No. 333-280654)

Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence
via EDGAR on July 17, 2024, in which we requested the acceleration of the effective date of the above-referenced Registration Statement
for July 17, 2024, at 4:00 p.m. Eastern Time, in accordance with Rule 461 under the Securities Act of 1933, as amended. We are no longer
requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration
of the effective date.

    Very truly yours,

    Top Wealth Group Holding Limited

    By:
    /s/ Kim Kwan Kings, WONG

    Name:
    Kim Kwan Kings, WONG

    Title:
    Chief Executive Officer, Director, and Chairman of the Board

CORRESP
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Top
Wealth Group Holding Limited

Units 714 & 715, 7F, Hong Kong Plaza

188 Connaught Road West, Hong Kong

July 17, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C., 20549

    Re:
    Top Wealth Group Holding Limited

Registration Statement on Form F-1, as
amended (File No. 333-280654)

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

In accordance with Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended, Top Wealth Group Holding Limited hereby requests an acceleration
of the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, so that such Registration Statement
will become effective at 4:00 p.m., Eastern Time, on July 17, 2024, or as soon thereafter as practicable.

The Company understands that the Commission will
consider this request for acceleration of the effective date of the Registration Statement as a confirmation of the fact that the Company
is aware of its responsibilities under the Securities Act as they relate to the proposed public offering of the securities specified in
the Registration Statement.

    Very truly yours,

    Top Wealth Group Holding Limited

    By:
    /s/ Kim Kwan Kings, WONG

    Name:
    Kim Kwan Kings, WONG

    Title:
    Chief Executive Officer, Director, and Chairman of the Board

United States securities and exchange commission logo
June 24, 2024
Kim Kwan Kings Wong
Chief Executive Officer
Top Wealth Group Holding Ltd
Units 714 & 715, 7F, Hong Kong Plaza
188 Connaught Road West
Hong Kong
Re:Top Wealth Group Holding Ltd
Draft Registration Statement on Form F-1
Submitted June 20, 2024
CIK No. 0001978057
Dear Kim Kwan Kings Wong:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Bradley Ecker at 202-551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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Top Wealth Group Holding Limited

March 27, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C., 20549

Attn: Ms. Jennifer Angelini, Ms. Beverly Singleton, Mr. Bradley Ecker,
and Mr. Hugh West

    Re:
    Top Wealth Group Holding Limited

    Registration Statement on Form F-1, as amended (File No. 333-275684)

    Request for Acceleration of Effectiveness

Ladies and Gentlemen:

In accordance with Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended, TOP WEALTH GROUP HOLDING LIMITED hereby requests an acceleration
of the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, so that such Registration Statement
will become effective at 4:00 p.m., Eastern Time, on March 29, 2024, or as soon thereafter as practicable.

The Company understands that the Commission will
consider this request for acceleration of the effective date of the Registration Statement as a confirmation of the fact that the Company
is aware of its responsibilities under the Securities Act as they relate to the proposed public offering of the securities specified in
the Registration Statement.

    Very Truly yours,

    Top Wealth Group Holding Limited

    By:
    /s/ Kim Kwan Kings, WONG

    Name:
    Kim Kwan Kings, WONG

    Title:
    Chief Executive Officer, Director, and the Chairman of the Board

CORRESP
1
filename1.htm

REVERE SECURITIES LLC

560 Lexington Avenue, 16th Floor

New York, New York 10022

March 27, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C., 20549

Attn: Ms. Jennifer Angelini, Ms. Beverly Singleton, Mr. Bradley Ecker,
and Mr. Hugh West

    Re:
    Top Wealth Group Holding Limited

    Registration Statement on Form F-1, as amended (File No. 333-275684)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned underwriter hereby joins in the request
of Top Wealth Group Holding Limited (the “Company”) that the effective date of the above-referenced Registration Statement
be accelerated so as to permit it to become effective at 4:00 p.m., Eastern Time, on March 29, 2024, or as soon thereafter as practicable,
or at such other time as the Company or its outside counsel, Ortoli Rosenstadt LLP, requests by telephone that such Registration Statement
be declared effective.

Pursuant to Rule 460 of the Act, please be advised
that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the
security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of
the preliminary prospectus.

We have complied and will continue to comply
with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    REVERE SECURITIES LLC

    as representatives of the several underwriters

    By:
    /s/ William Moreno

    Name:
    William Moreno

    Title:
    Executive Chairman

CORRESP
1
filename1.htm

January 11, 2023

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 Ltd (File No. 333-275684)

    Registration Statement on Form F-1

    Response to the Staff’s Comments Dated January 9, 2024

Dear Ms. Angelini, Ms. Singleton, Mr. Ecker, Mr. West:

As counsel for Top Wealth Group Holding Ltd (the
“Company”) and on its behalf, this letter is being submitted in response to the letter dated January 9, 2024 from the
U.S. Securities and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”)
commented on the above-referenced Registration Statement on Form F-1 submitted on January 5, 2024. Concurrently with the submission of
this letter, we hereby transmit, via EDGAR, an amended Registration Statement on Form F-1 (“Form F-1”) for filing with the
Commission, which has been revised to reflect the Staff’s comments as well as certain other updates to the Form F-1.

For the Staff’s convenience, the Staff’s
comment has been stated below in its entirety, with the Company’s response set out immediately underneath such comment. Page references
below in the Company’s responses are to the page numbers in Form F-1. Capitalized terms used but not otherwise defined herein have
the meanings set forth in the Form F-1.

Amendment No. 2 to 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.

RESPONSE: In response to the
Staff’s comment, we have provided the representation required by Instruction 2 to Item 8.A.4 as Exhibit 99.9 to the Amendment No.3
to Form F-1.

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact the Company’s securities counsel William S. Rosenstadt, Esq., Mengyi “Jason” Ye, Esq. or Yarona Yieh,
Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, jye@orllp.legal or yly@orllp.legal.

    Very truly yours,

    /s/ Mengyi “Jason” Ye

    Mengyi “Jason” Ye

    Direct dial: +1 (973) 931-2036

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

CORRESP
1
filename1.htm

January 5, 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 Ltd (File No. 333-275684)

    Registration Statement on Form F-1

    Response to the Staff’s Comments Dated January 2, 2024

Dear Ms. Angelini, Ms. Singleton, Mr. Ecker, Mr. West:

As counsel for Top Wealth Group Holding Ltd (the
“Company”) and on its behalf, this letter is being submitted in response to the letter dated January 2, 2024 from the
U.S. Securities and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”)
commented on the above-referenced Registration Statement on Form F-1 submitted on December 18, 2023. Concurrently with the submission
of this letter, we hereby transmit, via EDGAR, an amended Registration Statement on Form F-1 (“Form F-1”) for filing with
the Commission, which has been revised to reflect the Staff’s comments as well as certain other updates to the Form F-1.

For the Staff’s convenience, the Staff’s
comment has been stated below in its entirety, with the Company’s response set out immediately underneath such comment. Page references
below in the Company’s responses are to the page numbers in Form F-1. Capitalized terms used but not otherwise defined herein have
the meanings set forth in the Form F-1.

Amendment No. 1 to Form F-1

Management

Compensation of Directors and Executive Officers, page 94

1. Please update your compensation disclosure as of the fiscal year ended December 31, 2023. Refer to
Item 4 of Form 1-A and Item 6.B of Form 20-F.

RESPONSE: In response to the
Staff’s comment, we have updated our compensation disclosure as of the fiscal year ended December 31, 2023, on page 94.

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact the Company’s securities counsel William S. Rosenstadt, Esq., Mengyi “Jason” Ye, Esq. or Yarona Yieh,
Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, jye@orllp.legal or yly@orllp.legal.

    Very truly yours,

    /s/ Mengyi “Jason” Ye

    Mengyi “Jason” Ye

    Direct dial: +1 (973) 931-2036

United States securities and exchange commission logo
January 2, 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
Re:Top Wealth Group Holding Ltd
Amendment No. 1 to Registration Statement on Form F-1
Filed December 18, 2023
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.
Amendment No. 1 to Form F-1
Management
Compensation of Directors and Executive Officers, page 94
1.Please update your compensation disclosure as of the fiscal year ended December 31,
2023. Refer to Item 4 of Form 1-A and Item 6.B of Form 20-F.

 FirstName LastNameKim Kwan Kings Wong
 Comapany NameTop Wealth Group Holding Ltd
 January 2, 2024 Page 2
 FirstName LastName
Kim Kwan Kings Wong
Top Wealth Group Holding Ltd
January 2, 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

CORRESP
1
filename1.htm

December 18, 2023

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 Ltd (File No.
    333-275684)

    Registration Statement on Form F-1

    Response to the Staff’s Comments Dated November 30, 2023

Dear Ms. Angelini, Ms. Singleton, Mr. Ecker, Mr. West:

As counsel for Top Wealth Group Holding Ltd (the
“Company”) and on its behalf, this letter is being submitted in response to the letter dated November 30, 2023 from
the U.S. Securities and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”)
commented on the above-referenced Registration Statement on Form F-1 submitted on November 21, 2023. Concurrently with the submission
of this letter, we hereby transmit, via EDGAR, an amended Registration Statement on Form F-1 (“Form F-1”) for filing with
the Commission, which has been revised to reflect the Staff’s comments as well as certain other updates to the Form F-1.

For the Staff’s convenience, the Staff’s
comment has been stated below in its entirety, with the Company’s response set out immediately underneath such comment. Page references
below in the Company’s responses are to the page numbers in Form F-1. Capitalized terms used but not otherwise defined herein have
the meanings set forth in the Form F-1.

Registration Statement on Form F-1 filed November
21, 2023

Capitalization, page 50

    1.
    Refer to the Capitalization table and please address the following:

 ● Reconcile the amount shown for short-term and long-term debt
with the amounts included in the June 30, 2023 balance sheet on page F-2. In this regard, it appears the amount of debt disclosed in
the Capitalization is substantially higher than the actual amount in the balance sheet.

 ● Reconcile the actual amounts disclosed in the equity section
for the line items ordinary shares and retained earnings with the disclosures in the balance sheet on page F-2. In this regard, we note
the disclosure in footnote 2 to the Capitalization table that you are giving retroactive impact to the October 12, 2023 issuance of 26,999,250
shares. As such, the audited and unaudited historical financial statements and related financial information presented in the filing
should give retroactive effect to this forward stock split for all periods presented. Refer to SAB Topic 4(D) and FASB ASC 260-10-55-12.

 ● Disclose in the foremost part of the registration statement
that the financial statements and related financial information gives effect to your issuance on October 12, 2023 of 26,999,250 Ordinary
Shares in aggregate to your existing shareholders proportional to their shareholding, which became effective immediately, resulting in
27,000,000 Ordinary Shares issued and outstanding after the share issue. We note you first refer to this as the Pro Rata Share Issuance
on page 65, which should be given more prominent disclosure.

RESPONSE: In response to the Staff’s
comment, we have reconciled the amount shown for short-term and long-term debt with the amounts included in the June 30, 2023 balance
sheet on page F-2 with the Capitalization section on page 50.

In response to Staff’s comment, we have
revised the Capitalization section on page 50 and 51 and the audited and unaudited historical financial statements (Page F-2, F-3, F-4,
F-5, F-6, F-14, F-16, F-17, F-20, and F-30) and related financial information presented have given retroactive adjusted to reflect the
October 12, 2023 issuance of 26,999,250 shares (referred in the Registration Statement on Form F-1 as the “Pro Rata Share Issuance”).
The Pro Rata Share Issuance has been treated as a stock split, and all references to the number of ordinary shares and per-share data
in the accompanying consolidated financial statements have been retroactively adjusted to reflect such issuance of shares.

In response to Staff’s comment, we have revised the page 4 of
the registration statement to describe the history of share issuance of the Company, in particularly, disclosed in the page 4 of the registration
statement, as the foremost part of the registration statement, that the financial statements and related financial information gives effect
to the issuance on October 12, 2023 of 26,999,250 Ordinary Shares in aggregate to our existing shareholders proportional to their shareholding,
resulting in 27,000,000 Ordinary Shares issued and outstanding after the share issue.

Exhibits

    2.
    Please file your corporate documents as currently in effect and any amendments thereto, as required by Item 601(b)(3) of Regulation S-K. In this regard, we note the reference on page 104 to a certificate of incorporation under Cayman Islands law, and a number of references to your post-offering amended and restated memorandum and articles of association.

RESPONSE: In response to the Staff’s
comment, we have revised page 99, 100, 102, 103, 104, and 111. We respectfully advise the Staff that, the memorandum and articles of association
we have filed as Exhibit 3.1 is currently in effect and no amendments have been made. We have revised the aforesaid pages of the “DESCRIPTION
OF SHARE CAPITAL” section in the Form F-1 to delete all the reference to the post-offering amended and restated memorandum
and articles of association.

    3.
    Refer to the Exhibit 23.1 consent from Onestop Assurance PAC. Please have the auditor revise the opening of the first paragraph to clarify that the financial statements are included in the Form F-1. The current disclosure states they have been incorporated by reference.

RESPONSE: In response to Staff’s
comment, the auditor has revised their consent and we have re-filed the consent of Onestop Assurance PAC as Exhibit 23.1.

    4.
    We note that you are offering 2,000,000 shares and have granted the underwriters an option to purchase up to an additional 300,000 shares to cover over-allotments. Please revise Exhibit 107 to include the over-allotment shares, or advise.

RESPONSE: In response to the
Staff’s comment, we have revised and re-filed the Exhibit 107 to include the over-allotment shares.

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact the Company’s securities counsel William S. Rosenstadt, Esq., Mengyi “Jason” Ye, Esq. or Yarona Yieh,
Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, jye@orllp.legal or yly@orllp.legal.

    Very truly yours,

    /s/ Mengyi “Jason” Ye

    Mengyi “Jason” Ye

    Direct dial: +1 (973) 931-2036

United States securities and exchange commission logo
November 30, 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
Registration Statement on Form F-1
Filed November 21, 2023
File No. 333-275684
Dear Kim Kwan Kings Wong:
            We have reviewed your registration statement and have the following comment(s).
            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.
Registration Statement on Form F-1 filed November 21, 2023
Capitalization, page 50
1.Refer to the Capitalization table and please address the following:

•Reconcile the amount shown for short-term and long-term debt with the amounts
included in the June 30, 2023 balance sheet on page F-2. In this regard, it appears the
amount of debt disclosed in the Capitalization is substantially higher than the actual
amount in the balance sheet.

•Reconcile the actual amounts disclosed in the equity section for the line items
ordinary shares and retained earnings with the disclosures in the balance sheet on
page F-2. In this regard, we note the disclosure in footnote 2 to the Capitalization
table that you are giving retroactive impact to the October 12, 2023 issuance of

 FirstName LastNameKim Kwan Kings Wong
 Comapany NameTop Wealth Group Holding Ltd
 November 30, 2023 Page 2
 FirstName LastName
Kim Kwan Kings Wong
Top Wealth Group Holding Ltd
November 30, 2023
Page 2
26,999,250 shares. As such, the audited and unaudited historical financial statements
and related financial information presented in the filing should give retroactive effect
to this forward stock split for all periods presented.  Refer to SAB Topic 4(D) and
FASB ASC 260-10-55-12.

•Disclose in the foremost part of the registration statement that the financial
statements and related financial information gives effect to your issuance on October
12, 2023 of 26,999,250 Ordinary Shares in aggregate to your existing shareholders
proportional to their shareholding, which became effective immediately, resulting in
27,000,000 Ordinary Shares issued and outstanding after the share issue. We note you
first refer to this as the Pro Rata Share Issuance on page 65, which should be given
more prominent disclosure.
Exhibits
2.Please file your corporate documents as currently in effect and any amendments thereto,
as required by Item 601(b)(3) of Regulation S-K. In this regard, we note the reference on
page 104 to a certificate of incorporation under Cayman Islands law, and a number of
references to your post-offering amended and restated memorandum and articles of
association.
3.Refer to the Exhibit 23.1 consent from Onestop Assurance PAC. Please have the auditor
revise the opening of the first paragraph to clarify that the financial statements are
included in the Form F-1. The current disclosure states they have been incorporated by
reference.
4.We note that you are offering 2,000,000 shares and have granted the underwriters an
option to purchase up to an additional 300,000 shares to cover over-allotments. Please
revise Exhibit 107 to include the over-allotment shares, or advise.

 FirstName LastNameKim Kwan Kings Wong
 Comapany NameTop Wealth Group Holding Ltd
 November 30, 2023 Page 3
 FirstName LastName
Kim Kwan Kings Wong
Top Wealth Group Holding Ltd
November 30, 2023
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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

United States securities and exchange commission logo
September 19, 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. 3 to Draft Registration Statement on Form F-1
Submitted September 11, 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. 3 to Draft Registration Statement on Form F-1 filed September 11, 2023
Prospectus Summary, page 1
1.Please revise your Risk Factor Summary to ensure it does not exceed two pages. Refer to
Item 503(b) of Regulation S-K.
Exhibits
2.Please file the sales contract between Fujian Longhuang Biotech Co., Limited, and Fujian
Aoxuanlaisi Biotechnology Co., Ltd. as an exhibit to your registration statement (i.e., in
addition to your sales contract with Fujian Aoxuanlaisi filed as Exhibit 10.12).

 FirstName LastNameWong Kim Kwan Kings
 Comapany NameTop Wealth Group Holding Ltd
 September 19, 2023 Page 2
 FirstName LastName
Wong Kim Kwan Kings
Top Wealth Group Holding Ltd
September 19, 2023
Page 2
3.We note disclosure on page 117 that certain legal matters as to PRC law will be passed
upon by AllBright Law Offices.  Please file this opinion or consent of counsel as an
exhibit to your registration statement.
            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

United States securities and exchange commission logo
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

United States securities and exchange commission logo
July 26, 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. 1 to Draft Registration Statement on Form F-1
Submitted July 18, 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. 1 to Draft Registration Statement on Form F-1
Risk Factors
We operate in a highly regulated industry., page 20
1.We note your response to our prior comment 12 and reissue it.  Please specifically
disclose whether all CITES permits and export and re-export 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.

 FirstName LastNameWong Kim Kwan Kings
 Comapany NameTop Wealth Group Holding Ltd
 July 26, 2023 Page 2
 FirstName LastName
Wong Kim Kwan Kings
Top Wealth Group Holding Ltd
July 26, 2023
Page 2
Capitalization, page 41
2.We note your disclosure on page 42 regarding the contingent stock options to be granted
under the consultant agreement.  Please tell us the consideration given to reflecting the
granting of these contingent options in your pro forma, as adjusted column in the
Capitalization and the Dilution tables.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations: Comparison of Fiscal Year Ended December 31, 2022 and December 31,
2021
Administrative and Selling Expenses, page 46
3.We note your revisions made in response to prior comment 14.  Refer to the first
paragraph that immediately follows the table of selling expenses on page 47, which
appears to be an incomplete sentence.  Please revise as appropriate.
Our Suppliers, page 62
4.We note that Exhibit 10.11 includes a sales contract between the sturgeon farm (Fujian
Longhuang Biotech Co., Limited) and its exclusive overseas agent (Fujian Aoxuanlaisi
Biotechnology Co., Ltd.), and a separate sales contract between this agent and your
company, with differing quantities and termination dates, among other terms.  Please
revise your disclosure to more clearly reflect that your primary supply agreement is via
an agent, and not directly with the sturgeon farm.  Assess material related risks, including
your ability to enforce contractual provisions vis-à-vis the sturgeon farm and the potential
impacts if your sales contract is not renewed after April 2032.  In addition, revise the risk
factor entitled "The Chinese government may intervene or influence our Chinese
supplier’s operations  . . . . " on page 13 to refer to the agent as well as the supplier.
Regulation, page 68
5.We note your response to our prior comment 22 and reissue it in part.  We note this
section summarizes regulations that affect your business activities in Hong Kong.  Please
expand to additionally address the regulations to which you are subject in the other
markets in which you operate.  Clearly disclose whether your products are subject to
regulation by the countries into which they are imported and describe the material terms
of such regulation.
Related Party Transactions, page 76
6.We note your response to prior comment 24.  Please further revise this section to reflect
information as of the date of your prospectus or the latest practicable date, as required by
Item 4(a) of Form F-1 and Item 7.B of Form 20-F.

 FirstName LastNameWong Kim Kwan Kings
 Comapany NameTop Wealth Group Holding Ltd
 July 26, 2023 Page 3
 FirstName LastName
Wong Kim Kwan Kings
Top Wealth Group Holding Ltd
July 26, 2023
Page 3
Signatures, page II-5
7.We note your response to our prior comment 27.  Please further revise 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
8.Your response to our prior comment 28 indicates that you have filed "available exhibits."
Please revise your exhibit index to indicate that all exhibits required pursuant to Item 8(a)
of Form F-1 and Item 601 of Regulation S-K will be filed with a future amendment.
Include, without limitation, your amended governing documents, registration rights
agreement, lock-up agreement, any additional employment and indemnification
agreements, equity incentive plan, form of distributorship agreement, and any other
material contracts.  In addition, please revise the exhibit index description of
Exhibit 10.11 to refer to both sales contracts (identifying the respective parties and dates)
and Exhibit 10.12 for consistency with disclosure on page 64 (which refers to a "service
agreement").
General
9.We note your response to our prior comment 4.  Please further revise your summary and
risk factors to clearly disclose the 67.2% beneficial ownership of your Chief Executive
Officer and Chairman of your Board of Directors.  Additionally revise the risk factor
entitled "Our controlling shareholders have substantial influence over the Company . . . . "
on page 18 to (i) identify your "controlling shareholders" and (ii) highlight potential
conflicts of interest related to the management roles and controlling shareholding interest
of Mr. Kings.
10.We note your response to our prior comment 29 and reissue it in part.  Please revise Item
7 to include disclosure regarding the consultant stock option.
            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

United States securities and exchange commission logo
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
Page 4
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