Minimum Bid Price Deficiency

Hong Kong, August 5, 2024 – Top Wealth Group Holding Limited (NASDAQ: TWG) (“Top Wealth” or the “Company”), a Hong Kong-based provider of luxury caviar products, today announced it received a notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) on July 30, 2024. The Notice states that the Company is not meeting the minimum bid price requirement for continued listing on the Nasdaq Capital Market, as the closing bid price for the Company’s ordinary shares listed on the Nasdaq Capital Market has been below $1.00 per share for 30 consecutive business days. According to Nasdaq Listing Rule 5550(a)(2), listed securities must maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) stipulates that a deficiency exists if this minimum bid price requirement is not met for 30 consecutive business days. The Notice grants the Company a period of 180 calendar days from the date of the Notice, or until January 26, 2025, to regain compliance with the minimum bid price requirement.

The receipt of the Notice has no immediate impact on the Company’s business operations or the listing of the Company’s ordinary shares. Trading of the Company’s ordinary shares will continue uninterrupted on the Nasdaq under the ticker “TWG.” As per the Notice, the Company has until January 26, 2025, to regain compliance with the minimum bid price requirement, during which time the Company’s ordinary shares will continue to trade on the Nasdaq Capital Market. If, at any time before January 26, 2025, the bid price of the Company’s ordinary shares closes at or above $1.00 per share for a minimum of 10 consecutive business days, Nasdaq will provide written confirmation of compliance to the Company.

Should the Company fail to regain compliance by January 26, 2025, the Company may be eligible for an extended timeframe to achieve compliance. To qualify for this extension, the Company would need to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, except for the minimum bid price requirement. Additionally, the Company would need to inform Nasdaq of its intention to rectify the deficiency during this second compliance period.

About Top Wealth Group Holding Limited

Top Wealth Group Holding Limited is a holding company incorporated in the Cayman Islands. Its operations are carried out by its operating subsidiary in Hong Kong, Top Wealth Group (International) Limited. The Company specializes in supplying premium-class sturgeon caviar. The Company’s caviar and caviar products are endorsed with Convention on International Trade in Endangered Species of Wild Fauna and Flora (“CITES”) permits. The Company supplies caviar to its customers under their brand labels (i.e., private labeling) and also sells caviar products under the Company’s caviar brand, “Imperial Cristal Caviar,” which has achieved significant sales growth since its launch in the market.

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements, including, but not limited to, the Company’s proposed Offering. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs, including the expectation that the Offering will be successfully completed. Investors can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions in this prospectus. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.

For more information, please contact:

Top Wealth Group Holding Limited

Investor Relations

Email:  ir@topwealth.cc