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 ~~May~~July 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 ☐

~~Change~~Entry into of a Material Definitive Agreement in ~~Registrant’s~~connection ~~Certifying~~with ~~Accountant~~a PIPE Transaction

On July 17, 2026, Top Wealth Group Holding Limited (the “Company”), a company incorporated in the Cayman Islands, entered into a subscription agreement (the “Subscription Agreement”) ~~Release~~with each of ~~independent~~9 ~~registered~~non-U.S. ~~public~~investors ~~accounting~~(each ~~firm~~an “Investor” and collectively, the “Investors”) relating to the issuance and sale of 40,000,000 Class A Ordinary Shares (the “Purchased Shares”) of par value US$0.009 per share of the Company, at US$2.0 per share for an aggregate purchase price of US$80,000,000 (the “PIPE Transaction”).

OnPursuant ~~April~~to 25the Subscription Agreement, the Company may offer the Purchased Shares at any time through and including July 31, 2026, which date may be extended at the ~~audit~~sole ~~committee~~discretion of the ~~board~~Company. ofThe ~~directors~~closing of ~~Top~~the ~~Wealth~~PIPE ~~Group~~Transaction ~~Holding~~took ~~Limited~~place (on July 22, 2026. Pursuant to the ~~“Company”)~~Subscription ~~resolved~~Agreement, each of the Investors has undertaken to ~~release~~the ~~Assentsure~~Company ~~PAC~~that it shall not, during the period commencing on the date of issuance of the Purchased Shares and until six (~~“Assentsure”~~6) months from such date, or such shorter period as may be permitted by Regulation S or other applicable securities law, offer, sell, pledge or otherwise transfer the ~~Company’s~~Purchased ~~independent~~Shares ~~registered~~in ~~public~~the ~~accounting~~United ~~firm~~States, ~~effective~~or ~~April~~to 25a U.S. Person for the account or for the benefit of a U.S. Person, ~~2026~~or otherwise in a manner that is not in compliance with Regulation S.

~~During~~The ~~the~~issuance ~~two~~of ~~recent~~the ~~fiscal~~Purchased ~~years~~Shares ~~and~~will ~~through~~not ~~the~~be ~~subsequent~~registered ~~period~~under ~~preceding~~ the ~~release,~~Securities ~~Assentsure~~Act ~~has~~1933, ~~neither~~as ~~provided~~amended ~~any~~(the ~~adverse~~“Securities ~~opinion~~Act”) or ~~qualifications~~any onstate ~~the~~securities ~~Company’s financial~~laws. ~~statements~~The ~~nor~~Purchased Shares ~~had~~will abe ~~disagreement~~issued ~~with~~in ~~the~~a ~~Company~~private ~~since~~placement ~~their~~exempt ~~engagement~~from onthe ~~any~~registration ~~matter~~statements of ~~accounting~~the ~~principles~~Securities ~~or practices~~Act, ~~financial~~ ~~statement~~pursuant ~~disclosure,~~to orsection ~~auditing~~4(a)(2) thereof ~~scope~~and orRegulation ~~procedure,~~S ~~which~~promulgated ~~disagreements~~thereunder. ~~that,~~Each ifInvestor ~~not~~has, ~~resolved~~severally toand ~~Assentsure’s~~not ~~satisfaction~~jointly, ~~would~~ ~~have~~represented ~~caused Assentsure~~ to ~~make~~the ~~reference~~Company tothat ~~the~~it ~~subject~~is ~~matter~~not a of“U.S. ~~the~~Person” ~~disagreement~~under inRegulation ~~connection~~S, ~~with~~and ~~its~~has ~~reports~~completed on the ~~Company’s financial~~required ~~statements for such periods~~certification.

~~During~~Immediately upon closing of the ~~two~~PIPE ~~most~~Transaction and ~~recent~~the ~~fiscal~~Company’s ~~years~~issuance ~~and~~of ~~through~~ the ~~subsequent~~Purchased ~~period~~Shares ~~preceding~~to the ~~release~~Investors, ~~there~~the ~~was~~Company nowill ~~“reportable~~have ~~event”~~a astotal ~~that~~of ~~term~~59,579,883 isClass ~~described~~A inOrdinary Shares ~~Item~~and ~~304(a)(1)(v) Regulation~~3,166,667 ~~S-K~~Class B Ordinary Shares issued and outstanding.

The ~~Company~~Subscription ~~has~~Agreement ~~provided~~contains ~~Assentsure with a copy~~customary ofrepresentations ~~the~~and ~~disclosure~~warranties, ~~contained~~agreements ~~herein~~and obligations, ~~prior~~conditions to ~~its~~closing ~~filing~~and ~~with~~termination ~~the U~~provisions.S. ~~Securities~~The ~~and~~foregoing ~~Exchange~~summary ~~Commission (~~of the ~~“SEC”).~~Subscription ~~Assetnsure has~~Agreement ~~furnished~~does ~~the~~not ~~Company~~purport ato ~~letter~~be ~~addressed~~complete toand ~~the~~is ~~SEC~~subject ~~stating~~to ~~whether~~and oris ~~not~~qualified itin ~~agreed~~its ~~with~~entirety by the ~~statements~~copy ~~herein.~~of ~~The~~such ~~letter is attached~~document ~~hereto~~filed as Exhibit 1610.1 to this current report on Form 6-K and incorporate herein by reference.

(b) New independent registered public accounting firm

On April 25, 2026, the Company has engaged CHI-LLTC as its independent registered public accounting firm to audit the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2025. The decision to engage CHI-LLTC as the Company’s independent registered public accounting firm was approved by the audit committee of the board of directors of the Company.

During the two most recent fiscal years and through the date of the engagement, the Company has not consulted with CHI-LLTC regarding any of the following:

1. The application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements.

2. The type of audit opinion that might be rendered on the Company’s financial statements by CHI-LLTC, in either case where written or oral advice provided by CHI-LLTC would be an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issues.

3. Any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) Regulation S-K and the related instructions thereto) or a “reportable event” (as described in Item 304(a)(1)(v) Regulation S-K).

~~EXHIBIT~~Application ~~INDEX~~of Home Country Practice Rules

Exhibit No.		Description
16.1		Letter of CHI-LLTC

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.

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: May 15, 2026	Top Wealth Group Holding Limited
Date: July 22, 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		Form of Subscription Agreement
99.1		Press Release, dated July 22, 2026

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