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.
 Kim Kwan Kings Wong
FirstName
Top WealthLastNameKim
            Group HoldingKwan
                          Ltd Kings Wong
Comapany
June       NameTop Wealth Group Holding Ltd
     13, 2023
June 13,
Page 2 2023 Page 2
FirstName LastName
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.
 Kim Kwan Kings Wong
FirstName
Top WealthLastNameKim
            Group HoldingKwan
                          Ltd Kings Wong
Comapany
June       NameTop Wealth Group Holding Ltd
     13, 2023
June 13,
Page 3 2023 Page 3
FirstName LastName
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
 Kim Kwan Kings Wong
FirstName
Top WealthLastNameKim
            Group HoldingKwan
                          Ltd Kings Wong
Comapany
June       NameTop Wealth Group Holding Ltd
     13, 2023
June 13,
Page 4 2023 Page 4
FirstName LastName
         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
 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
FirstName LastNameKim Kwan Kings Wong
       following statements, "we are a fast-growing supplier of luxury
delicacies," "Imperial
Comapany    NameTop
       Cristal         Wealth
               Caviar has       Group Holding
                           continuously         Ltdtremendous sales growth
since its launch," and
                                         achieved
       "our
June 13,    customer
         2023  Page 5 base has continuously expanded."
FirstName LastName
 Kim Kwan Kings Wong
FirstName
Top WealthLastNameKim
            Group HoldingKwan
                          Ltd Kings Wong
Comapany
June       NameTop Wealth Group Holding Ltd
     13, 2023
June 13,
Page 6 2023 Page 6
FirstName LastName
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 due to the exclusivity provisions;
                Any obligations to distribute caviar in Macau and your plans in
this regard;
                Whether the supplier provides caviar to other distributors
(e.g., for sale in other
              jurisdictions) and, if so, how caviar is allocated in the event
of limited supply; and
                Provisions regarding modification, renewal, and/or termination
of the agreement.
Our Customers, page 55

21.      We note your disclosure here that your transactions with a related
party ceased after
         August 31, 2022, while disclosure on page 16 indicates such
transactions ceased after
         December 31, 2022; please reconcile. Please also identify the related
party and describe
         these transactions within your related party transactions section.
Regulation, page 64

22.      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 or will be
         subject in the markets in which you currently or intend to 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. In this
regard, we note the
         reference on page 40 to "our ability to achieve product certification
approvals for all our
         products in the jurisdictions we planned to expand into."
23.      Disclosure on page 59 indicates that the food processing factory has
obtained a
         provisional food factory license, which disclosure on page 62
indicates is valid for six
         months and renewable once. Please revise to disclose the expiration
date of the
         provisional license and its renewal status. Additionally disclose
whether the food
         processing factory has applied for a full food factory license and
expectations regarding
         the issuance thereof, including timing and material obstacles to
overcome. Revise the risk
         factor disclosure on page 19 to specifically describe material related
risks.
 Kim Kwan Kings Wong
Top Wealth Group Holding Ltd
June 13, 2023
Page 7
Related Party Transactions, page 72

24.      Please revise to disclose the information required by Item 4(a) of
Form F-1 and Item 7.B
         of Form 20-F.
25.      We note disclosure in Note 15 to the financial statements regarding
amounts advanced and
         loans made to or by related parties. Please revise this section to
clearly describe these
         advances and loans, including the amounts outstanding as of the latest
practicable
         date. Section 402 of the Sarbanes-Oxley Act of 2002 prohibits public
companies from
         extending or maintaining credit in the form of personal loans to or
for any director or
         executive officer. To the extent necessary, disclose the action that
will be taken to ensure
         any applicable arrangements will be extinguished prior to the
completion of the initial
         public offering, or tell us why this provision does not apply to any
of the advances or
         loans disclosed in this section. Please also clarify disclosure
regarding Mr. Chong Kin
         Fai, who is described as "a former director and principal owner" on
page F-15 and
         identified elsewhere as an indirect 10% shareholder.
Description of Share Capital, page 73

26.      Please revise disclosure that your "authorized share capital is
US$50,000" to identify the
         number, class, and par value of authorized shares.
Signatures, page II-5

27.      Please revise to identify the individual signing in the capacity of
your principal accounting
         officer or controller. Refer to the Instructions to Signatures on Form
F-1.
Exhibits

28.      Please revise your index to include all exhibits required to be filed
pursuant to Item 8(a) of
         Form F-1 and Item 601 of Regulation S-K. Include, without limitation,
your amended
         governing documents, registration rights agreement, lock-up agreement,
employment and
         indemnification agreements (referenced on page 70), equity incentive
plan (referenced on
         page 30), supply agreement with Fujian Longhuang Biotech, service
agreement with a
         supply chain management company, and any other material contracts.
General

29.    We note disclosure on page 93 regarding representative's warrants and on
page F-14
       regarding a consultant stock option. Please revise your summary section
to describe these
       securities, including the exercise price and other material terms, and
include appropriate
FirstName LastNameKim Kwan Kings Wong
       disclosure elsewhere (e.g., use of proceeds, dilution, and shares
eligible for future
Comapany
       sale NameTop
            sections). Wealth   Group Holding
                        Please additionally     LtdItem 7 to include disclosure
regarding the
                                            revise
       consultant
June 13, 2023 Page stock
                     7 option, or advise.
FirstName LastName
 Kim Kwan Kings Wong
FirstName
Top WealthLastNameKim
            Group HoldingKwan
                          Ltd Kings Wong
Comapany
June       NameTop Wealth Group Holding Ltd
     13, 2023
June 13,
Page 8 2023 Page 8
FirstName LastName
       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