重大事件
外國發行人報告
6-K
2026-07-22
富原集團簽訂重大協議 以每股2美元私募發行4000萬股集資1600萬美元
AI 繁中摘要
TWG 提交 6-K 表格，公佈簽訂重大最終協議進行 PIPE 交易 🐟
Top Wealth Group Holding Limited（納斯達克：TWG）昨日（2026 年 7 月 22 日）以 6-K 表格向 SEC 申報，宣佈與 9 位非美國投資者訂立協議，以私募方式發行及出售 40,000,000 股 A 類普通股，每股作價 2.0 美元，總集資額 1,600 萬美元。該交易已於同日完成。
根據協議，公司可在 2026 年 7 月 31 日或之前（可酌情延期）隨時發行該等股份。每位投資者已承諾，自發行日起計 6 個月內（或 Reg S 准許的較短期間），不會在美國境內或向美國人士轉讓該等股份。
是次發行乃根據《1933 年證券法》第 4(a)(2) 條及 Reg S 的豁免登記規定進行，股份並未註冊。每位投資者均已個別聲明其並非「美國人士」。
交易完成後，公司即時已發行及流通的股份總數為：59,579,883 股 A 類普通股及 3,166,667 股 B 類普通股。
公司簡介：Top Wealth Group Holding Limited 為開曼群島控股公司，主要業務由其香港營運子公司 Top Wealth Group (International) Limited 進行，專注供應頂級鱘魚魚子醬，並獲 CITES 許可。其自有品牌「Imperial Cristal Caviar」自推出以來銷售持續增長。
是次 PIPE 融資可為公司提供額外營運資金，支持業務擴展及產品推廣。惟投資者需留意，新股份發行將攤薄現有股東權益，但 6 個月轉售限制或可減輕短期沽壓。
展開英文正文
EX-99.1 3 ea029874601ex99-1.htm PRESS RELEASE, DATED JULY 22, 2026 Exhibit 99.1 TWG Announces Entry into of a Material Definitive Agreement for PIPE Transaction Hong Kong, Jul. 22, 2026 (GLOBE NEWSWIRE) -- Top Wealth Group Holding Limited (NASDAQ: TWG) (“Top Wealth” or the “Company”), today announced the entry into of a material definitive agreement with each of 9 non-U.S. investors (each 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$16,000,000 (the “PIPE Transaction”). The Company may offer the Purchased Shares at any time through and including July 31, 2026, which date may be extended at the sole discretion of the Company. The closing of the PIPE Transaction took place on July 22, 2026. Each of the Investors has undertaken to the Company that it shall not, during the period commencing on the date of issuance of the Purchased Shares and until six (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 Purchased Shares in the United States, or to a U.S. Person for the account or for the benefit of a U.S. Person, or otherwise in a manner that is not in compliance with Regulation S. The issuance of the Purchased Shares will not be registered under the Securities Act 1933, as amended (the “Securities Act”) or any state securities laws. The Purchased Shares will be issued in a private placement exempt from the registration statements of the Securities Act, pursuant to section 4(a)(2) thereof and Regulation S promulgated thereunder. Each Investor has, severally and not jointly, represented to the Company that it is not a “U.S. Person” under Regulation S, and has completed the required certification. Immediately upon closing of the PIPE Transaction and the Company’s issuance of the Purchased Shares to the Investors, the Company will have a total of 59,579,883 Class A Ordinary Shares and 3,166,667 Class B Ordinary Shares issued and outstanding. About Top Wealth Group Holding Limited Top Wealth Group Holding Limited is a holding company incorporated in the Cayman Islands, and all of 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, and its caviar and caviar products are endorsed with the Convention on International Trade in Endangered Species of Wild Fauna and Flora (“CITES”) permits. The Company supplies caviar to its customers under its customer’s brand labels (i.e. private labeling), and the Company also sells the caviar product under the Company’s caviar brand, “Imperial Cristal Caviar”, which has continuously achieved tremendous sales growth since its launch in the market. Safe Harbor Statement This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. The Company may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in verbal statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including but not limited to statements about the Company’s beliefs and expectations, are forward-looking statements. Forward looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement. Further information regarding these and other risks is included in the Company’s filings with the Securities and Exchange Commission. All information provided in this press release is as of the date of the press release, and the Company undertakes no duty to update such information, except as required under applicable law. For more information, please contact: Top Wealth Group Holding Limited Investor Relations Email: [email protected]