TWG Announces Entry into of a Material Definitive Agreement for PIPE Transaction

Top Wealth Group Holding Ltd (NASDAQ: TWG) announced the entry into of a material definitive agreement with 9 non-U.S. investors for a PIPE Transaction. The agreement involves the issuance and sale of 40,000,000 Class A Ordinary Shares at US$2.0 per share, totaling US$80,000,000. The closing of the transaction occurred on July 22, 2026. Investors have agreed not to transfer the purchased shares in the United States or to U.S. Persons for six months, in compliance with Regulation S. The shares were issued in a private placement exempt from registration under the Securities Act. Following the transaction, the Company will have 59,579,883 Class A Ordinary Shares and 3,166,667 Class B Ordinary Shares outstanding. Top Wealth Group Holding Limited specializes in supplying premium-class sturgeon caviar under its own brand, “Imperial Cristal Caviar”, and also offers private labeling services.