STOCK TITAN

TOP Financial Group Ltd (TOP) insider reports large share and warrant positions

(Neutral)
(Neutral)
Form Type
3

Rhea-AI Filing Summary

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.

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Negative

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Insider Yang Junli
Role DIRECTOR & CHAIRWOMAN
Type Security Shares Price Value
holding Warrants F2 -- -- --
holding Class A Ordinary Shares F1 -- -- --
holding Class B Ordinary Shares -- -- --
Holdings After Transaction: Warrants — 100,000,000 shares (Indirect, By QUANTUM LEAP LIMITED); Class A Ordinary Shares — 16,824,000 shares (Indirect, By Zhong Yang Holdings (BVI) Limited); Class B Ordinary Shares — 10,000,000 shares (Direct)
Footnotes (2)
  1. F1. Reporting Person is the sole director of Zhong Yang Holdings (BVI) Limited and has the power to direct the voting and disposition of the Class A Ordinary Shares held by Zhong Yang Holdings (BVI) Limited.
  2. F2. QUANTUM LEAP LIMITED is an entity owned and controlled by the Reporting Person.
Indirect Class A Ordinary Shares 16,824,000 shares Held through Zhong Yang Holdings (BVI) Limited with voting and disposition power
Direct Class B Ordinary Shares 10,000,000 shares Directly held by the reporting person
Warrant Underlying Shares 100,000,000 shares Class A Ordinary Shares underlying warrants held indirectly via QUANTUM LEAP LIMITED
Warrant Exercise Price $0.4477 per share Exercise price for warrants on Class A Ordinary Shares
Warrant Exercise Date 2026-07-13 Exercise date reported for the warrants
Warrant Expiration Date 2029-07-08 Expiration date reported for the warrants
Class A Ordinary Shares financial
"underlying_security_title": "Class A Ordinary Shares" for the warrants position"
Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.
Class B Ordinary Shares financial
"security_title": "Class B Ordinary Shares" in the direct holdings entry"
Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.
Warrants financial
"security_title": "Warrants" with an underlying Class A Ordinary Shares position"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
exercise price financial
"conversion_or_exercise_price": "0.4477" indicating the exercise price of the warrants"
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
indirect ownership financial
"ownership_type": "indirect" for positions held via controlled entities"

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FAQ

What insider holdings does Yang Junli report in TOP (TOP Financial Group Ltd)?

Yang Junli reports holding 10,000,000 Class B Ordinary Shares directly and controlling voting and disposition power over 16,824,000 Class A Ordinary Shares through Zhong Yang Holdings (BVI) Limited, reflecting significant equity interests in TOP Financial Group Ltd.

How many TOP (TOP Financial Group Ltd) warrants does Yang Junli indirectly hold?

An entity owned and controlled by Yang Junli, QUANTUM LEAP LIMITED, holds warrants over 100,000,000 Class A Ordinary Shares. These warrants provide potential future share issuance exposure in addition to her existing Class A and Class B Ordinary Share positions.

What is the exercise price and term of the TOP warrants linked to Yang Junli?

The warrants associated with Yang Junli have an exercise price of $0.4477 per Class A Ordinary Share, an exercise date of July 13, 2026, and an expiration date of July 8, 2029, defining their economic terms and duration.

How are Yang Junli’s Class A Ordinary Shares in TOP held?

The 16,824,000 Class A Ordinary Shares are held through Zhong Yang Holdings (BVI) Limited, where she is the sole director and has the power to direct voting and disposition of those shares, indicating indirect but controlled ownership of this position.

Does Yang Junli’s TOP Form 3 indicate indirect ownership structures?

Yes. The filing shows indirect interests through Zhong Yang Holdings (BVI) Limited for Class A Ordinary Shares and through QUANTUM LEAP LIMITED for warrants, both entities being controlled by her, alongside direct ownership of Class B Ordinary Shares.
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Yang Junli

(Last)(First)(Middle)
C/O TOP FINANCIAL GROUP LIMITED
101 CECIL ST #13-05 TONG ENG BLDG

(Street)
SINGAPOREHONG KONG069533

(City)(State)(Zip)

SINGAPORE

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026
3. Issuer Name and Ticker or Trading Symbol
TOP Financial Group Ltd [ TOP ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
DIRECTOR & CHAIRWOMAN
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Ordinary Shares16,824,000IBy Zhong Yang Holdings (BVI) Limited(1)
Class B Ordinary Shares10,000,000D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Warrants07/13/202607/08/2029Class A Ordinary Shares100,000,000$0.4477IBy QUANTUM LEAP LIMITED(2)
Explanation of Responses:
1. Reporting Person is the sole director of Zhong Yang Holdings (BVI) Limited and has the power to direct the voting and disposition of the Class A Ordinary Shares held by Zhong Yang Holdings (BVI) Limited.
2. QUANTUM LEAP LIMITED is an entity owned and controlled by the Reporting Person.
/s/ Junli Yang07/31/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)