SCHEDULE: 3i LP Discloses 4.9% Stake in Top Wealth Group, Exits Other Holdings

3i, LP, 3i Management LLC, and Maier Joshua Tarlow have filed a Schedule 13G disclosing beneficial ownership of 4.9% of Top Wealth Group Holding Ltd's Class A Ordinary Shares and an exit from other previously held securities.

Summary

• 3i, LP, 3i Management LLC, and Maier Joshua Tarlow (collectively, the "Reporting Persons") have filed a Schedule 13G regarding their beneficial ownership in Top Wealth Group Holding Ltd.
• The Reporting Persons collectively beneficially own 68,278 Class A Ordinary Shares, representing 4.9% of the class.
• This ownership is primarily through Ordinary Share purchase warrants (the "Warrants") held by 3i, LP, which are subject to a 4.99% beneficial ownership limitation provision (the "Blocker").
• Initially, upon the consummation of the issuer's Offering, the Reporting Persons beneficially owned approximately 6.92% of the outstanding Ordinary Shares, including 90,000 Ordinary Shares purchased and Warrants exercisable for up to 180,000 Ordinary Shares.
• Subsequent to the Offering, the Ordinary Shares purchased by the Reporting Persons were disposed of.
• This filing also constitutes an exit filing for the Reporting Persons, indicating they are no longer required to file Schedule 13D or 13G for the previously held shares that put them over the 5% threshold.
• The percentage of class is based on 1,300,029 Class A Ordinary Shares outstanding as of December 10, 2025, after giving effect to the Offering.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to the disclosure of the disposal of previously acquired shares and the 'exit filing' status, indicating a reduction in the reporting person's stake from an initial higher percentage.

Future Outlook

The filing does not contain specific forward-looking statements or guidance from the issuer. It primarily details the current beneficial ownership of the Reporting Persons and their past transactions.

Management Comments

• "The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements."
• "The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate."
• "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."

Industry Context

This filing is a routine disclosure of beneficial ownership and does not provide specific insights into broader industry trends or competitive landscape.

Stakeholder Impact

• Shareholders: May view the reduction in stake by a significant holder as a negative signal, potentially impacting investor confidence.
• Management: The filing provides transparency regarding a significant investor's position but does not indicate any direct operational impact.

Key Dates

Keywords

Top Wealth Group Holding Ltd, 3i LP, Schedule 13G, Beneficial Ownership, Class A Ordinary Shares, Warrants, SEC Filing, G8945S110