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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Top Wealth Group Holding Ltd (Name of Issuer) |
Class A Ordinary Shares, par value $0.009 per share (Title of Class of Securities) |
G8945S110 (CUSIP Number) |
12/09/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G8945S110 |
| 1 | Names of Reporting Persons
BIGGER CAPITAL FUND L P | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
134,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.97 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | G8945S110 |
| 1 | Names of Reporting Persons
Bigger Capital Fund GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
134,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.97 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | G8945S110 |
| 1 | Names of Reporting Persons
Bigger Michael | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
134,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.97 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Top Wealth Group Holding Ltd | |
| (b) | Address of issuer's principal executive offices:
118 CONNAUGHT ROAD WEST, HONG KONG PLAZA, UNIT 714 & 715, 7F, HONG KONG, HONG KONG 999077 | |
| Item 2. | ||
| (a) | Name of person filing:
Bigger Capital Fund, LP ("Bigger Capital")
Bigger Capital Fund GP, LLC ("Bigger GP")
Michael Bigger
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." | |
| (b) | Address or principal business office or, if none, residence:
Bigger Capital Fund, LP
11700 West Charleston Blvd., #170-659
Las Vegas, NV, 89135
Bigger Capital Fund GP, LLC
11700 West Charleston Blvd., #170-659
Las Vegas, NV, 89135
Michael Bigger
11700 West Charleston Blvd., #170-659
Las Vegas, NV, 89135 | |
| (c) | Citizenship:
Bigger Capital Fund, LP
Delaware
Bigger Capital Fund GP, LLC
Delaware
Michael Bigger
USA | |
| (d) | Title of class of securities:
Class A Ordinary Shares, par value $0.009 per share | |
| (e) | CUSIP No.:
G8945S110 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of December 9, 2025, Bigger Capital beneficially owned 134,000 Class A Ordinary Shares, which includes 44,000 Class A Ordinary Shares issued upon the exercise of 44,000 Series A Class A Warrants. The amount does not include an additional 136,000 Class A Ordinary Shares issuable upon the exercise of 46,000 Series A Class A Warrants and 90,000 Series B Class A Warrants, the exercise of which are subject to a 9.99% beneficial ownership limitation.
Bigger GP, as the general partner of Bigger Capital, may be deemed to beneficially own the Issuer's securities described herein.
Mr. Bigger, as the managing member of Bigger GP may be deemed to beneficially own the Issuer's securities described herein.
Mr. Bigger, as the managing member of Bigger GP, may be deemed to beneficially own the: (i) 134,000 Class A Ordinary Shares beneficially owned by Bigger Capital, and (ii) 136,000 Class A Ordinary Shares issuable upon the exercise of Series A Class A Warrants and Series B Class A Warrants, the exercise of which are subject to a 9.99% beneficial ownership limitation owned by Bigger Capital.
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. Each of Bigger GP and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned by Bigger Capital. The filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities. | |
| (b) | Percent of class:
The following percentages are based on an aggregate of: (i) 1,300,029 Class A Ordinary Shares outstanding immediately after the offering, and (ii) 44,000 Class A Ordinary Shares, issued upon the exercise of 44,000 Series A Class A Warrants, based upon the Issuer's Prospectus filed under Rule 424(b)(4) with the Securities and Exchange Commission on December 10, 2025.
As of December 9, 2025, (i) each of Bigger Capital and Bigger GP may be deemed to beneficially own approximately 9.97% of the outstanding Class A Ordinary Shares, and (ii) Mr. Bigger may be deemed to beneficially own approximately 9.97% of the outstanding Class A Ordinary Shares. Does not include 136,000 Class A Ordinary Shares issuable upon the exercise of Series A Class A Warrants and Series B Class A Warrants, the exercise of which are subject to a 9.99% beneficial ownership limitation owned by Bigger Capital.
Regarding Item 5 below, as of December 10, 2025, the Reporting Persons sold a portion of the Class A Ordinary Shares. As of December 10, 2025, the Reporting Persons, through their ownership of the Series A Class A Warrants and Series B Class A Warrants, still beneficially own greater than 5.00% of the outstanding Class A Ordinary Shares. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9. | ||
| (ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Bigger GP and Mr. Bigger may be deemed to share voting and dispositive power over the Class A Ordinary Shares beneficially owned by Bigger Capital. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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99.1 - Joint Filing Agreement |