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Cai Mei, a director of TOP Financial Group Ltd, is reported on an initial SEC Form 3 as directly owning 40,213 Class A Ordinary Shares of the company as of March 18, 2026.
The statement records this as a holding entry only and shows no recent insider purchase or sale transactions.
TOP Financial Group Ltd reports information on Yuen Ka Fai, who is identified as a director and Chief Executive Officer. The report designates him as a reporting person for the company and, based on the transaction data provided, does not show any equity transactions.
TOP Financial Group Ltd insider Yang Junli, who serves as Director & Chairwoman, reports substantial equity interests in the company. She has the power to direct the voting and disposition of 16,824,000 Class A Ordinary Shares held through Zhong Yang Holdings (BVI) Limited and directly holds 10,000,000 Class B Ordinary Shares. In addition, an entity owned and controlled by her, QUANTUM LEAP LIMITED, holds warrants to acquire 100,000,000 Class A Ordinary Shares at an exercise price of $0.4477 per share, with an exercise date of July 13, 2026 and an expiration date of July 8, 2029.
TOP Financial Group Ltd filed an initial insider ownership report for Tam Jennifer Hoi Ling, who serves as COO. The filing lists no non-derivative or derivative holdings for this reporting person and shows no purchases, sales, exercises, gifts, or other transactions in the company’s securities.
TOP Financial Group Ltd director Ng Mau Chung filed an initial Form 3 reporting beneficial ownership of 40,213 Class A Ordinary Shares held directly as of March 18, 2026. The report records this position as a holding entry, with no associated purchase or sale transaction.
TOP Financial Group Ltd officer Lo Yung Yung, the company’s CFO, reported indirect ownership of 1,212,000 Class A Ordinary Shares of TOP. These shares are held through Zhong Yang Holdings (BVI) Limited, where Lo is a minority shareholder, so the reported position reflects an indirect economic interest.
TOP Financial Group Ltd director Anthony S. Chan filed an initial ownership report showing a direct holding of 40,213 Class A Ordinary Shares on March 18, 2026. The filing lists this non-derivative equity position only and does not report any purchases, sales, or derivative securities.
TOP Financial Group Limited approved a 1-for-5 share consolidation of its issued and unissued Class A and Class B ordinary shares, effective August 3, 2026. Every five pre-consolidation shares of par value US$0.001 will become one share of par value US$0.005, with any fractional shares rounded up.
After the change, authorized share capital will be US$20,000,000 divided into 4,000,000,000 ordinary shares, comprising 3,600,000,000 Class A and 400,000,000 Class B shares. Issued and outstanding Class A shares will decline from approximately 608,527,305 to 121,705,461 and Class B from 10,000,000 to approximately 2,000,000. The consolidated Class A shares are expected to trade on Nasdaq under “TOP” from August 3, 2026, with new CUSIP G989A6110; share rights and restrictions remain unchanged and the consolidation occurs automatically with no holder action required.
Junli Yang and Quantum Leap Limited report significant holdings of TOP Financial Group Ltd Class A Ordinary Shares and state an intent to exercise control over the company. Ms. Yang beneficially owns 104,067,616 Class A shares, representing 17.10% of the class, through Zhong Yang Holdings and Quantum Leap, based on 608,527,305 shares outstanding as of July 21, 2026.
Quantum Leap purchased 100,000,000 warrants for US$12,000,000.00 on July 12, 2026, then exercised them in full on a cashless basis on July 19, 2026, receiving 84,067,616 Class A shares on July 20, 2026. These shares are subject to a six‑month lock-up, and no warrants held by Quantum Leap remain outstanding. The Reporting Persons intend to continue actively participating in TOP Financial Group Ltd’s management and strategic direction.
TOP Financial Group Limited reported that all outstanding placement warrants to purchase up to 428,862,444 Class A ordinary shares have been fully exercised on a cashless exercise basis and subsequently canceled. In connection with this exercise, the Company issued 360,534,431 restricted Class A ordinary shares and did not receive any cash proceeds.
The newly issued shares are subject to a six‑month lock-up period from their issuance date, during which they may not be traded or transferred, subject to warrant terms. After giving effect to the warrant exercise, the Company has 608,527,305 Class A ordinary shares and 10,000,000 Class B ordinary shares issued and outstanding.