UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of ~~January~~February 2026

Commission File Number: 001-42014

TOP WEALTH GROUP HOLDING LIMITED

(Translation of registrant’s name into English)

Units 714 & 715

7F, Hong Kong Plaza

Connaught Road West

Hong Kong

Tel: +852 36158567

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

~~Entry~~Redesignation ~~into~~of Directors or Certain Officers; Appointment of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Compensatory Arrangements of Directors or Certain Officers.

OnYuen ~~January~~Cheong 5Carp, 2026, Top Wealth Group Holding Limited (the “Company”), a company incorporated in the Cayman Islands and TWG Capital Limited (the “Purchaser”), a company incorporated in the British Virgin Islands and a wholly-owned subsidiary of the Company, entered into a sale and purchase agreement (the “SPA”) with Winwin Development Group Limited, Happy Harbour International Limited, Dragon Cloud International Limited, TangEkanaya Limited, Darson Enterprise Limited and Chung Tat LO (collectively, the “Vendors”), pursuant to which the Purchaser shall purchase, and the Vendors shall sell, the entire issued shares of Airentity International Limited (the “Target Company”), a company incorporated in the British Virgin Islands, at a consideration of US$125,858,978, which shall be satisfied by way of issuance of an aggregate of 14,979,854 Class A Ordinary Shares and 3,000,000 Class B Ordinary Shares of the Company (determined based on an offer price of US$7.00 per Class A Ordinary Share and Class B Ordinary Share) to the Vendors (the “Transaction”).LEE

~~The~~Effective ~~Target~~on ~~Company~~February is23, ~~owned~~2026, byMr. ~~Winwin~~Yuen ~~Development~~Cheong ~~Group Limited~~Carp, ~~Happy~~LEE ~~Harbour~~(“Mr. ~~International Limited~~Lee”), ~~Dragon~~an ~~Cloud~~independent ~~International Limited~~director, ~~TangEkanaya~~chairman ~~Limited,~~of ~~Darson~~the ~~Enterprise~~Compensation ~~Limited and Chung Tat LO as to 60.00%~~Committee, ~~8.00%,~~member ~~7.80%,~~of ~~8.00%,~~the ~~8.00%~~Audit Committee and member ~~8.20%,~~of ~~respectively.~~the ~~The~~Nominating ~~Target~~Committee ~~Company holds 100%~~ of ~~the~~Top ~~issued~~Wealth ~~shares of~~Group ~~Airentity~~Holding ~~Technology~~ Limited (~~together~~the ~~with~~“Company”) ~~the~~ceased ~~Target~~to ~~Company,~~hold the ~~“Target~~above ~~Group”),~~positions and awas ~~company~~redesignated ~~incorporated~~as inan ~~Hong~~executive ~~Kong~~director of the Company.

~~The~~Sze Target Group is engaged in the development and commercialization of a wine authentication and tracking system (“WATS”) and wine trading businesses in the Asia Pacific Region. WATS was first deployed in 2025 and has since then been widely used by wine distributors having business relationships with Winwin Development Group LimitedMan, the controlling shareholder of the Company which is wholly-owned by Mr. Kim Kwan Kings, WONG, Chief Executive Officer and Chairman of the Company. The Target Group is valued by a professional valuer engaged by the Company at US$125,859,000 as of December 1, 2025. The Transaction was approved by unanimous consent of all the independent directors of the Company.CHEUNG

~~The~~Effective ~~Target~~on ~~Group’s~~February ~~WATS~~23, ~~system~~2026, isthe ~~believed to~~Board ~~have~~of ~~excellent~~Directors (the ~~business~~“Board”) ~~potential~~of ~~and~~the ~~value~~Company ~~given~~approved the ~~growing~~appointment ~~concern~~ of ~~the~~Ms. ~~authenticity~~Sze ~~and~~Man, ~~origins~~CHEUNG of(“Ms. ~~winery~~Cheung”) ~~and~~as ~~caviar~~an ~~products.~~independent ~~The~~director, ~~businesses~~chairwoman of the ~~Target~~Compensation ~~Group~~Committee, ~~are~~member ~~considered~~of ~~to be a natural fit for~~ the ~~Company’s~~Audit ~~caviar~~Committee and ~~wine~~member ~~trading~~of ~~business, in particular,~~ the ~~business~~Nominating Committee of the Company, to ~~and~~fill the ~~Target~~vacancy ~~Group~~of ~~share~~Mr. ~~similar~~Lee. ~~customer groups~~Ms. ~~Through~~Cheung ~~this~~meets ~~acquisition,~~ the ~~Company~~Nasdaq ~~will~~Stock beMarket ~~able~~independence ~~to enhance its profitability and asset size, thereby creating value for its shareholders~~requirements.

~~Pursuant~~Ms. ~~to the SPA~~Cheung, ~~the~~aged ~~Transaction is conditional upon (i) all necessary consents~~40, ~~approvals,~~has ~~registration~~over ~~and~~10 ~~filings~~years ~~required~~of ~~from~~specialized experience ~~all~~in ~~relevant~~the ~~governmental,~~fine ~~regulatory~~gourmet and ~~other~~luxury ~~authorities, agencies~~goods ~~and~~industry. ~~departments~~She orhas ~~otherwise~~a ~~required~~robust ~~from~~background ~~any~~as ~~third~~a ~~parties~~strategic inregional ~~connection~~manager ~~with~~and ~~the~~high ~~transaction contemplated under SPA having~~performance ~~been~~retail ~~obtained;~~shop ~~(ii)~~expert. noFrom ~~material~~2019 ~~adverse~~to ~~change or prospective material adverse change in the Target Group’s business~~2025, ~~operations, financial~~she ~~conditions~~was ~~or prospects has occurred since~~ the ~~date~~brand ofmanager ~~signing~~ of ~~the~~Park ~~SPA; (iii) the Vendors’ warranties remaining true~~Fair, ~~accurate~~ ~~and~~where ~~not~~she ~~misleading~~was atresponsible ~~completion~~for ~~and~~directing noregional ~~events~~sales operations ~~having~~for ~~occurred~~multiple ~~that~~outlets ~~would~~specializing ~~result~~ in ~~any~~fine ~~breach~~gourmet ofand ~~any~~luxury ofgoods, ~~the~~ensuring ~~Vendors’~~consistent ~~warranties or~~growth ~~other provisions of the SPA by each Vendor; (iv) the Purchaser’s warranties remaining true, accurate~~ and ~~not~~market ~~misleading~~expansion. atFrom ~~completion~~2015 ~~and~~to no2019, ~~events~~she ~~having~~was ~~occurred~~a ~~that~~retail ~~would~~manager ~~result~~holding insales ~~any~~leadership ~~breach~~roles ofat ~~any~~Wanko ofLimited, ~~the~~a ~~Purchaser’s~~Hong ~~warranties~~Kong-based orfashion ~~other~~brand, ~~provisions~~and ofwas ~~the SPA~~responsible byfor ~~each~~leveraging ofextensive ~~the~~management ~~Purchaser~~experience ~~and~~in ~~the~~strategic ~~the~~planning ~~Company;~~ and ~~(v)~~high-level ~~all~~sales ~~reporting~~execution ~~requirements applicable~~ to ~~the~~drive ~~Company~~brand inawareness ~~respect~~and ~~of the transactions~~profitability. ~~contemplated~~From ~~under~~2012 ~~the~~to ~~SPA~~2015, ~~(including~~she ~~the~~was ~~allotment~~a ~~and~~wealth ~~issuance~~management ofmanager ~~the~~at ~~consideration~~FTLife ~~shares~~Insurance ~~by the~~ Company) ~~being fulfilled~~Limited, ~~including without~~where ~~limitation,~~she tomanaged ~~the~~a ~~extent~~multi-district ~~necessary,~~team ~~making disclosures~~of ambassadors, ~~notices~~overseeing ~~and filings to or with Nasdaq~~recruitment, ~~acquiring~~training ~~shareholders’ approvals or obtaining an adequate opinion of counsel in respect of the home country practice exemption under any Nasdaq continued listing rules~~ and ~~regulations~~strategic scheduling.

~~Pursuant~~Ms. toCheung ~~the~~has ~~SPA,~~no ~~each~~family relationships with any of the ~~Vendors~~executive ~~has~~officers ~~undertaken~~or todirectors ~~each~~ of the ~~Purchaser~~Company. ~~and~~There ~~the~~have ~~Company~~been ~~that~~no ~~save~~transactions ~~with~~in the ~~prior~~past ~~written~~two ~~consent of~~years ~~the~~to ~~Purchaser~~which ~~and~~ the Company, ~~from~~or ~~the date~~ any of ~~the~~its ~~SPA~~subsidiaries ~~and~~was ~~until~~or ~~six~~is ~~(6)~~to ~~months~~be ~~from~~a ~~the completion of the SPA~~party, ~~each~~in ofwhich ~~the~~Ms. ~~Vendors will~~Cheung ~~not~~had, ~~directly~~ or ~~indirectly,~~will ~~offer~~have, ~~sell~~a ~~contract~~direct ~~to sell, hypothecate, pledge~~ or ~~otherwise~~indirect ~~dispose~~material ~~of the consideration shares of the Company~~interest.

It is expected that completion of the SPA will be conducted on or around January 20, 2026.

The foregoing summary of the SPA does not purport to be complete and is subject to and is qualified in its entirety by the copy of such document filed as Exhibit 10.1 to this current report on Form 6-K and incorporate herein by reference.

Application of Home Country Practice Rules

The Company has now elected to rely on the home country rule exemption under Nasdaq Listing Rule 5615(a)(3) with respect to the following matters.

As a company incorporated in the Cayman Islands that is listed on Nasdaq Capital Market (“Nasdaq”), the Company is subject to Nasdaq corporate governance listing standards. Under Nasdaq rules, a foreign private issuer may, in general, follow its home country corporate governance practices in lieu of some of the Nasdaq corporate governance requirements. Pursuant to the home country rule exemption set forth under Nasdaq Listing Rule 5615(a)(3)(A), which provides (with certain exceptions not relevant to the conclusions expressed herein) that a Foreign Private Issuer may follow its home country practice in lieu of the requirements of the Nasdaq Marketplace Rule 5600 Series, the Company elected to be exempt from the requirements as follows:

(i) Nasdaq Marketplace Rule 5635(a) which sets forth the circumstances under which shareholder approval is required prior to an issuance of securities of the Company in connection with the acquisition of the stock or assets of another company;

(ii) Nasdaq Marketplace Rule 5635(b) which sets forth the circumstances under which shareholder approval is required prior to an issuance of securities of the Company that will result in a change of control of the company;

(iii) Nasdaq Marketplace Rule 5635(c) which sets forth the circumstances under which shareholder approval is required prior to an issuance of securities of the Company in connection with equity-based compensation of officers, directors, employees or consultants; and

(iv) Nasdaq Marketplace Rule 5635(d) which sets forth the circumstances under which shareholder approval is required prior to an issuance of securities, other than in a public offering, equal to 20% or more of the voting power outstanding at a price that is less than the minimum price defined therein.

Except for the foregoing, there is no significant difference between the Company’s corporate governance practices and what the Nasdaq requires of domestic U.S. companies.

EXHIBIT INDEX

Exhibit No.		Description
10.1		Form of Director Employment Agreement
10.2		Form of Independent Director Offer Letter

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: January 20, 2026	Top Wealth Group Holding Limited
Date: February 23, 2026	Top Wealth Group Holding Limited
	By:	/s/ Kim Kwan Kings, WONG
	Name:	Kim Kwan Kings, WONG
	Title:	Chief Executive Officer and Chairman

EXHIBIT INDEX

Exhibit No.		Description
10.1		Sale and Purchase Agreement, dated January 5, 2026
99.1		Press Release, dated January 20, 2026

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