Top Wealth enters US$80 million unregistered share sale to non-U.S. investors

• Top Wealth entered a $80 million PIPE, selling 40,000,000 Class A ordinary shares at $2 a share to nine non-U.S. investors.
• The private placement closed July 22, 2026; the shares were issued in an unregistered offering under Securities Act Section 4(a)(2) and Regulation S.
• Post-closing share count: 59,579,883 Class A shares outstanding; 3,166,667 Class B shares outstanding.
• Investors agreed to a six-month restriction on resales into the U.S. or to U.S. persons, subject to Regulation S allowances.

Disclaimer: This news brief was created by Public Technologies (PUBT) using generative artificial intelligence. While PUBT strives to provide accurate and timely information, this AI-generated content is for informational purposes only and should not be interpreted as financial, investment, or legal advice. Top Wealth Group Holding Ltd. published the original content used to generate this news brief on July 22, 2026, and is solely responsible for the information contained therein.