{"url_path":"/sec/twg/10-k/2026/item-15","section_key":"item-15","section_title":"Item 15 Controls and Procedures**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1978057/0001213900-26-057962-index.html","accession_number":"0001213900-26-057962","cik":"0001978057","ticker":"TWG","issuer_name":"Top Wealth Group Holding Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1978057/0001213900-26-057962-index.html","primary_entity_key":"0001978057","primary_entity_name":"Top Wealth Group Holding Ltd"},"word_count":381,"has_tables":true,"body_markdown":"**Item\n15. Controls and Procedures**\n\n \n\n \n(a)\nInternal Control Over Financial\nReporting\n\n \n\nIn connection with the audit of our consolidated\nfinancial statements included in this annual report, our independent registered public accounting firm identified one material weakness\nin our internal control over financial reporting. As defined in the standards established by the U.S. Public Company Accounting Oversight\nBoard, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting,\nsuch that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements\nwill not be prevented or detected on a timely basis.\n\n \n\n90\n\n \n\n \n\nThe material weakness that has been identified\nrelates to our disclosure controls and procedures were not effective that there were insufficient written policies and procedures for\naccounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.\n\n \n\nThe Company has compensation control that the\nCFO actively research the latest development of US GAAP by reference to other SEC registrants’ filings, Big 4 accounting firms\nand other professional parties discussion paper. The CFO would also seek for second opinion and advice from external US GAAP professional\nfor complicated financial reporting issue.\n\n \n\nAs a company with less than US$1.235 billion\nin revenue for the fiscal year of 2025, we qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging\ngrowth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public\ncompanies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of\n2002 in the assessment of the emerging growth company’s internal control over financial reporting.\n\n \n\n \n(b)\nEvaluation of Disclosure\nControls and Procedures\n\n \n\nThis annual report does not include a report\nof management’s assessment regarding internal control over financial reporting or an attestation report by our independent registered\npublic accounting firm due to a transition period established by rules of the SEC for newly listed public companies.\n\n \n\n \n(c)\nChanges in internal control\nover financial reporting.\n\n \n\nThere has been no change in our internal controls\nover financial reporting other than the remediation of the material weakness relates to lack of sufficient skilled staff with U.S. GAAP\nknowledge for the purpose of financial reporting as described above."}