F-1 EX-FILING FEES 0001978057 N/A N/A 0001978057 1 2025-09-18 2025-09-18 0001978057 2 2025-09-18 2025-09-18 0001978057 3 2025-09-18 2025-09-18 0001978057 4 2025-09-18 2025-09-18 0001978057 5 2025-09-18 2025-09-18 0001978057 6 2025-09-18 2025-09-18 0001978057 7 2025-09-18 2025-09-18 0001978057 8 2025-09-18 2025-09-18 0001978057 9 2025-09-18 2025-09-18 0001978057 2025-09-18 2025-09-18 iso4217:USD xbrli:pure xbrli:shares

Ex-Filing Fees

CALCULATION OF FILING FEE TABLES

F-1

Top Wealth Group Holding Limited

Table 1: Newly Registered and Carry Forward Securities

                                           
Line Item Type   Security Type   Security Class Title   Notes   Fee Calculation
Rule		   Amount Registered   Proposed Maximum Offering
Price Per Unit		   Maximum Aggregate Offering Price   Fee Rate   Amount of Registration Fee
                                           
Newly Registered Securities
Fees to be Paid   Equity   Class A Ordinary Shares, par value US$0.009 per share   (1)   457(o)       $     $ 5,000,000.00   0.0001531   $ 765.50
Fees to be Paid   Other   Pre-Funded Warrants   (2)   Other               0.00   0.0001531     0.00
Fees to be Paid   Other   Series A Class A Warrants   (3)   Other               0.00   0.0001531     0.00
Fees to be Paid   Other   Series B Class A Warrants   (4)   Other               0.00   0.0001531     0.00
Fees to be Paid   Other   Placement Agent Warrants   (5)   Other               0.00   0.0001531     0.00
Fees to be Paid   Equity   Class A Ordinary Shares underlying Pre-Funded Warrants   (6)   457(o)               0.00   0.0001531     0.00
Fees to be Paid   Equity   Class A Ordinary Shares underlying Series A Class A Warrants   (7)   457(o)               5,000,000.00   0.0001531     765.50
Fees to be Paid   Equity   Class A Ordinary Shares underlying Series B Class A Warrants   (8)   457(o)               5,000,000.00   0.0001531     765.50
Fees to be Paid   Equity   Class A Ordinary Shares underlying Placement Agent Warrants   (9)   457(o)       $     $ 468,750.00   0.0001531   $ 71.77
                                           
Total Offering Amounts:   $ 15,468,750.00         2,368.27
Total Fees Previously Paid:                
Total Fee Offsets:               0.00
Net Fee Due:             $ 2,368.27

__________________________________________
Offering Note(s)

(1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).

Pursuant to Rule 416(a) under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.

The proposed maximum aggregate offering price of the Class A Ordinary Shares proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of the Pre-Funded Warrants sold in the offering and the proposed maximum aggregate offering price of the Pre-Funded Warrants (including the Class A Ordinary Shares issuable upon exercise of the Pre-Funded Warrants), if any, is $5,000,000.00.
(2) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).

Pursuant to Rule 416(a) under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.

The proposed maximum aggregate offering price of the Class A Ordinary Shares proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of the Pre-Funded Warrants sold in the offering and the proposed maximum aggregate offering price of the Pre-Funded Warrants (including the Class A Ordinary Shares issuable upon exercise of the Pre-Funded Warrants), if any, is $5,000,000.00.

Pursuant to Rule 457(g) of the Securities Act, no separate registration fee is required for the warrants because the warrants are being registered in the same registration statement as the Class A Ordinary Shares issuable upon exercise of the warrants.
(3) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).

Pursuant to Rule 416(a) under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.

Pursuant to Rule 457(g) of the Securities Act, no separate registration fee is required for the warrants because the warrants are being registered in the same registration statement as the Class A Ordinary Shares issuable upon exercise of the warrants.
(4) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).

Pursuant to Rule 416(a) under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.

Pursuant to Rule 457(g) of the Securities Act, no separate registration fee is required for the warrants because the warrants are being registered in the same registration statement as the Class A Ordinary Shares issuable upon exercise of the warrants.
(5) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).

Pursuant to Rule 416(a) under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.

Pursuant to Rule 457(g) of the Securities Act, no separate registration fee is required for the warrants because the warrants are being registered in the same registration statement as the Class A Ordinary Shares issuable upon exercise of the warrants.
(6) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).

Pursuant to Rule 416(a) under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.

The proposed maximum aggregate offering price of the Class A Ordinary Shares proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of the Pre-Funded Warrants sold in the offering and the proposed maximum aggregate offering price of the Pre-Funded Warrants (including the Class A Ordinary Shares issuable upon exercise of the Pre-Funded Warrants), if any, is $5,000,000.00.
(7) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).

Pursuant to Rule 416(a) under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.
(8) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).

Pursuant to Rule 416(a) under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.
(9) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).

Pursuant to Rule 416(a) under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.

As estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act, the proposed maximum aggregate offering price of the Class A Ordinary Shares underlying the Placement Agent Warrants is $468,750.00, which is equal to 7.5% of the proposed maximum aggregate offering price of the Class A Ordinary Shares to be sold in the offering at an exercise price equal to 125% of the combined public offering price per Class A Ordinary Share and accompanying Series A Class A Warrants and Series B Class A Warrants.