TOP Financial Group (NASDAQ: TOP) plans 1-for-5 share consolidation
Rhea-AI Filing Summary
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.
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extraordinary general meeting regulatory
capital markets services license regulatory
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When will TOP Financial Group (TOP) start trading on a post-consolidation basis?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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Securities registered pursuant to Section 12(b) of the Act:
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The (Nasdaq Capital Market) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 20, 2026, the board of directors of TOP Financial Group Limited, a Cayman Islands exempted company (the “Company”), acting pursuant to the authority granted by the Company’s shareholders at the extraordinary general meeting held on May 27, 2026, approved (i) a share consolidation of the Company’s issued and unissued Class A ordinary shares and Class B ordinary shares at a ratio of 1-for-5 (the “Share Consolidation”), such that (a) every five (5) issued and unissued Class A ordinary shares of a par value of US$0.001 each will be consolidated into one (1) Class A ordinary share of a par value of US$0.005 each, (b) every five (5) issued and unissued Class B ordinary shares of a par value of US$0.001 each will be consolidated into one (1) Class B ordinary share of a par value of US$0.005 each, and (c) any fractional shares resulting from the Share Consolidation will be rounded up to the nearest whole share. The Share Consolidation will become effective on August 3, 2026. As a result, the Company’s authorized share capital will be adjusted to US$20,000,000 divided into 4,000,000,000 ordinary shares of a par value of US$0.005 each, comprising 3,600,000,000 Class A ordinary shares with a par value of US$0.005 each and 400,000,000 Class B ordinary shares with a par value of US$0.005 each.
The Company’s Class A ordinary shares expect to begin trading on a post-split basis on the Nasdaq Stock Market LLC on August 3, 2026, under the current symbol “TOP”. The new CUSIP number following the Share Consolidation is G989A6110. A copy of the Company’s Amended and Restated Memorandum and Articles of Association is attached hereto as Exhibit 3.1.
On July 30, 2026, the Company issued a press release announcing the Share Consolidation. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Memorandum and Articles of Association. | |
| 99.1 | Press Release. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document). |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: July 31, 2026 | TOP Financial Group Limited | |
| By: | /s/ Ka Fai Yuen | |
| Name: | Ka Fai Yuen | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
TOP Financial Group Limited Announces 1-for-5 Share Consolidation
SINGAPORE, July 30, 2026 (GLOBE NEWSWIRE) -- TOP Financial Group Limited (NASDAQ: TOP) (“TOP” or the “Company”), an online brokerage firm specializing in local and foreign equities, futures, and options products, today announced that its board of directors has approved a share consolidation of the Company’s issued and unissued Class A ordinary shares and Class B ordinary shares at a ratio of 1-for-5 (the “Share Consolidation”), effective August 3, 2026. The Share Consolidation was authorized by the Company’s shareholders at the extraordinary general meeting held on May 27, 2026, with the final ratio determined by the board of directors. The Company’s Class A ordinary shares are expected to begin trading on a post-consolidation basis on the Nasdaq Stock Market at the open of trading on August 3, 2026, under the Company’s existing symbol “TOP.” The new CUSIP number for the Class A ordinary shares following the Share Consolidation is G989A6110.
Upon effectiveness of the Share Consolidation, every five (5) issued and unissued Class A ordinary shares of a par value of US$0.001 each will be consolidated into one (1) Class A ordinary share of a par value of US$0.005 each, and every five (5) issued and unissued Class B ordinary shares of a par value of US$0.001 each will be consolidated into one (1) Class B ordinary share of a par value of US$0.005 each. The post-consolidation Class A ordinary shares and Class B ordinary shares will have the same rights and be subject to the same restrictions as the pre-consolidation Class A ordinary shares and Class B ordinary shares, respectively. No fractional shares will be issued in connection with the Share Consolidation; any fractional shares resulting from the Share Consolidation will be rounded up to the nearest whole share. The Share Consolidation will occur automatically, and shareholders will not be required to take any action to receive post-consolidation shares.
As a result of the Share Consolidation, the Company’s authorized share capital will be adjusted to US$20,000,000 divided into 4,000,000,000 ordinary shares of a par value of US$0.005 each, comprising 3,600,000,000 Class A ordinary shares with a par value of US$0.005 each and 400,000,000 Class B ordinary shares with a par value of US$0.005 each. The Share Consolidation will reduce the number of issued and outstanding Class A ordinary shares from approximately 608,527,305 to approximately 121,705,461 and the number of issued and outstanding Class B ordinary shares from 10,000,000 to approximately 2,000,000.
About TOP Financial Group
The Company, through its operating subsidiaries, provides diversified financial services, including online brokerage platforms for local and foreign equities, futures, and options products; asset and fund management services; trading solutions; money lending services; trust services; and investor relations and public relations services.
The Company’s operating subsidiaries, Zhong Yang Securities Limited and Zhong Yang Capital Limited, are licensed by the Securities and Futures Commission of Hong Kong (the “HKSFC”) to conduct Type 1 (dealing in securities), Type 2 (dealing in futures contracts), Type 4 (advising on securities), Type 5 (advising on futures contracts), and Type 9 (asset management) regulated activities in Hong Kong. TOP has completed its acquisition of TOP 500 Sec Pty Ltd, an Australian-licensed company. TOP 500 Sec Pty Ltd is expected to provide dealing services in derivatives and foreign exchange contracts, as well as financial product advice in respect of derivatives, foreign exchange contracts, debentures, stocks, and bonds. TOP has established TOP Financial Pte. Ltd. under the laws of Singapore. The Singapore subsidiary has obtained a capital markets services license from the Monetary Authority of Singapore (“MAS”) to conduct regulated dealing activities in capital markets products. The Company’s operating subsidiary, WIN100 TECH Limited, is a financial technology development and IT support company that provides trading solutions for clients trading on major derivatives and stock exchanges globally. Winrich Finance Limited was formed under the laws of Hong Kong and is a licensed money lending company regulated by the Money Lenders Ordinance. Winrich Trust Limited was formed under the laws of Hong Kong to provide trust services to clients. TOP has also completed its acquisition of Zhong Yang Financial Services Limited, a company formed under the laws of Hong Kong to provide investor relations and public relations services. This subsidiary is in the process of applying for registration as a trust or company service provider with the Companies Registry of Hong Kong. For more information, please visit http://www.zyfgl.com/.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding the Company’s plans, objectives, goals, strategies, future events or performance, underlying assumptions, and other statements that are not historical facts. When the Company uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate,” or similar expressions, the Company is making forward-looking statements. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including risks relating to market conditions, the implementation of the Share Consolidation, the Company’s ability to comply with applicable Nasdaq and SEC requirements, and other risks discussed in the “Risk Factors” sections of the Company’s filings with the SEC. For these reasons, investors should not place undue reliance on any forward-looking statements in this press release. Additional information regarding these and other risks is included in the Company’s filings with the SEC, which are available at www.sec.gov. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.
For more information, please contact:
The Company:
IR Department
Email: IR@top500.com
Investor Relations:
ZYIR Limited
Ms. Choy Yuen Yin Clare, Director
Email: ZYIR@zyzq.com.hk
Phone: +852 3107-0732