TOP Financial Group (NASDAQ: TOP) completes $80M offshore private placement
Rhea-AI Filing Summary
TOP Financial Group Limited completed a Regulation S private placement with non-U.S. investors, issuing 214,431,222 units on July 9, 2026. Each unit contains one Class A ordinary share and two warrants, at US$0.37308 per unit, raising US$80,000,000 in gross proceeds.
The warrants are immediately exercisable at US$0.4477 per share, can be exercised on a cashless basis, and expire on July 9, 2029; shares issued on exercise are subject to a six‑month lock-up. After this financing and a prior June 25, 2026 registered direct offering, Class A shares outstanding increased to 247,984,676, alongside 10,000,000 Class B shares. The company plans to use net proceeds for general working capital, corporate purposes, and long-term liquidity initiatives.
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Regulation S regulatory
private placement financial
cashless basis financial
lock-up period financial
foreign private issuer regulatory
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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) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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.
EXPLANATORY NOTE
TOP Financial Group Limited (the “Company”) is a “foreign private issuer” as defined in Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Although the Company qualifies as a foreign private issuer and is therefore eligible to report on the forms and under the rules available to foreign private issuers (including Form 6-K), the Company has elected to file this Current Report on Form 8-K, and otherwise to report, under the forms and rules applicable to domestic U.S. registrants. The Company is making this filing voluntarily; nothing in this Current Report on Form 8-K is intended to, or shall be deemed to, constitute a determination that the Company has ceased to qualify as a foreign private issuer.
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Item 3.02, Unregistered Sales of Equity Securities
As previously disclosed, on March 25, 2026, TOP Financial Group Limited, a Cayman Islands exempted company (the “Company”) entered into the Securities Purchase Agreement (the “Securities Purchase Agreement”), with certain non-U.S. investors (each a “Purchaser”) relating to the issuance and sale of 214,431,222 units (“Units”) of the Company, with each Unit consisting of (i) one Class A ordinary share of the Company, par value US$0.001 per share (“Class A Ordinary Share”), and (ii) two warrants, each to purchase one Class A ordinary share of the Company (the “Warrants”), at a price per Unit of US$0.37308 (the “Offering”).
Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at an exercise price per share equal to US$0.4477 (representing 120% of the per Unit purchase price), subject to adjustment upon share splits and share combination. The Warrants are exercisable immediately upon issuance and will expire on the third (3rd) anniversary of the date of issuance. The Warrants may be exercised on a cashless basis. The Class A Ordinary Shares issuable upon exercise of the Warrants are subject to a lock-up period of six (6) months from the date of exercise.
The Offering closed on July 9, 2026 and the Company issued 214,431,222 Class A Ordinary Shares and Warrants to purchase up to 428,862,444 Class A Ordinary Shares. The Company received gross proceeds in the amount of $80,000,000 before deducting offering expenses. The Company plans to use the net proceeds from this Offering for general working capital and corporate purposes to support its ongoing business operations and long-term strategic liquidity initiatives. No placement agent was engaged in connection with the Offering.
The securities were offered and sold by the Company in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Regulation S promulgated thereunder. Each Purchaser represented to the Company, among other matters, that it is not a “U.S. person” as defined in Rule 902 of Regulation S under the Securities Act, and that the Securities were acquired in an “offshore transaction” as defined in Rule 902 of Regulation S under the Securities Act.
This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
Item 7.01. Regulation FD Disclosure.
On July 10, 2026, the Company issued a press release entitled “TOP Financial Group Limited Announces Closing of Private Placement Offering and Update on Outstanding Shares”. A copy of the press release is filed as Exhibit 99.1 to this Report on Form 6-K and is incorporated herein by reference.
The information in this report furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, unless the Company incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.
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Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release dated July 10, 2026 - TOP Financial Group Limited Announces Closing of Private Placement Offering and Update on Outstanding Shares | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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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 13, 2026 | TOP Financial Group Limited | |
| By: | /s/ Ka Fai Yuen | |
| Name: | Ka Fai Yuen | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
TOP Financial Group Limited Announces Closing of Private Placement Offering and Update on Outstanding Shares
SINGAPORE, July 10, 2026 (GLOBE NEWSWIRE) -- TOP Financial Group Limited (NASDAQ: TOP, “TOP” or the “Company”), a fast-growing online brokerage firm specializing in local and foreign equities, futures, and options products, today announced the successful closing of its previously disclosed private placement offering on July 9, 2026.
Pursuant to the Securities Purchase Agreement originally executed on March 25, 2026, the Company has issued 214,431,222 units at a purchase price of US$0.37308 per unit. Each unit consists of:
| ● | One Class A ordinary share of the Company, par value US$0.001 per share. | |
| ● | Two warrants, with each warrant entitling the holder to purchase one Class A ordinary share. |
The closing of the transaction resulted in the issuance of 214,431,222 Class A ordinary shares and warrants to purchase up to an additional 428,862,444 Class A ordinary shares. The Company has successfully raised $80,000,000 in gross proceeds before deducting offering expenses.
TOP intends to utilize the net proceeds from this Offering for general working capital and corporate purposes to support its ongoing business operations and long-term strategic liquidity initiatives.
Terms of the Warrants
The warrants are exercisable immediately upon issuance at an exercise price of US$0.4477 per share, which represents 120% of the per-unit purchase price. They are subject to customary adjustments for share splits or combinations, can be exercised on a cashless basis, and will expire on July 9, 2029 (the third anniversary of the issuance date). Class A ordinary shares issued upon the exercise of these warrants will be subject to a strict six-months lock-up period from their date of exercise.
Impact on Outstanding Shares and Capital Structure
Prior to its recent financing initiatives, the Company had 27,112,433 Class A ordinary shares and 10,000,000 Class B ordinary shares issued and outstanding. Following the closing of the registered direct offering and the issuance of 6,441,012 Class A ordinary shares for gross proceeds of $2,940,000 on June 25, 2026 and the completion of this private placement of 214,431,221 Class A ordinary shares and accompanying warrants for gross proceeds of$80,000,000 , the Company currently has 247,984,676 Class A ordinary shares and 10,000,000 Class B ordinary shares issued and outstanding.
About TOP Financial Group
The Company, through its operating subsidiaries, provide diversified services including online brokerage platforms specializing in the trading of local and foreign equities, futures, and options products, assets and funds management services, trading solutions services, money lending services, trust services, investor relations and public relations services.
The operating subsidiaries, Zhong Yang Securities Limited and Zhong Yang Capital Limited are licensed with the Securities and Futures Commission of Hong Kong (“HKSFC”) to carry out type 1 (dealing in securities), type 2 (dealing in futures contracts) regulated activities, and are licensed with the HKSFC to carry out type 4 (advising on securities), type 5 (advising on futures contracts), and type 9 (asset management) regulated activities in Hong Kong. TOP completed its acquisition of Australia licensed company TOP 500 Sec Pty Ltd. The subsidiary will be able to provide dealing services in derivatives and foreign exchange contracts, and financial product advice for derivatives, foreign exchange contracts, debentures, stocks or bonds. TOP established TOP Financial Pte Ltd under the laws of Singapore. The Singapore subsidiary acquired the CMS license from the Monetary Authority of Singapore (“MAS”) to carry out regulated activities in Dealing in Capital Market. The operating subsidiary, WIN100 TECH Limited, is a Fintech development and IT support company. It provides trading solutions for clients trading on the world’s major derivatives and stock exchanges. Winrich Finance Limited was formed under the laws of Hong Kong and is a licensed money lending company governed by the Money Lenders Ordinance. Winrich Trust Limited was formed under the laws of the Hong Kong to provide trust services to clients. TOP also completed its acquisition of Zhong Yang Financial Services Limited formed under the laws of Hong Kong to provide investor relations and public relations services. The subsidiary is in the process of acquiring the TCSP license register with the Companies Registry of Hong Kong. For more information, please visit http://www.zyfgl.com/.
Forward-Looking Statement
This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may, “will, “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions and the completion of the initial public offering on the anticipated terms or at all, and other factors discussed in the “Risk Factors” section of the registration statement filed with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
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