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TOP Financial (NASDAQ: TOP) expects late Q2 filing

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
NT 10-Q

Rhea-AI Filing Summary

TOP Financial Group Limited filed a Form 12b-25 to notify regulators that it will be late filing its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026. The company states it needs additional time to complete and finalize its consolidated financial statements and related disclosures and anticipates filing the Form 10-Q no later than the fifth calendar day following the prescribed due date.

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Quarter end date June 30, 2026 Fiscal quarter covered by the delayed Form 10-Q
Grace period for Form 10-Q 5 calendar days Anticipated filing no later than the fifth calendar day after prescribed due date
Notification signature date August 17, 2026 Date the Form 12b-25 was signed by the CEO
Form 12b-25 regulatory
"FORM 12b-25 NOTIFICATION OF LATE FILING"
Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.
Quarterly Report on Form 10-Q regulatory
"unable to file its Quarterly Report on Form 10-Q for the fiscal quarter"
A quarterly report on Form 10-Q is a standardized financial filing public companies must submit to U.S. regulators every three months, summarizing recent financial results, cash flows, balance sheet changes, operations and material risks or legal developments. Investors treat it like a company report card that shows up-to-date facts rather than marketing copy, helping them track performance, spot trends, reassess risk and make buy or sell decisions.
unreasonable effort or expense regulatory
"could not be filed without unreasonable effort or expense"

FAQ

Why did TOP (TOP) file a Form 12b-25 for its June 30, 2026 quarter?
TOP filed Form 12b-25 because it could not file its Form 10-Q for the quarter ended June 30, 2026 on time. It cites the need for additional time to complete and finalize its consolidated financial statements and related disclosures.

What period does TOP’s delayed Form 10-Q cover?
The delayed Form 10-Q for TOP covers the fiscal quarter ended June 30, 2026. This period’s consolidated financial statements and related disclosures are still being completed and finalized, prompting the late-filing notification under Form 12b-25.

When does TOP expect to file the delayed Form 10-Q for June 30, 2026?
TOP anticipates filing the Form 10-Q no later than the fifth calendar day after the prescribed due date. This timing is consistent with the grace period allowed for quarterly reports under Rule 12b-25 when a late-filing notification is made.

What does a Form 12b-25 filing by TOP (TOP) indicate?
A Form 12b-25 indicates TOP expects a late SEC report but is seeking relief under Rule 12b-25. It represents that the report could not be filed timely without unreasonable effort or expense and that it is expected within the applicable short grace period.

Who signed TOP’s late-filing notification for the June 30, 2026 quarter?
The Form 12b-25 notification was signed on behalf of TOP by Ka Fai Yuen, its Chief Executive Officer, dated August 17, 2026. This signature reflects authorization for the company’s explanation of the late Form 10-Q filing.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 12b-25

 

 

 

NOTIFICATION OF LATE FILING

 

(Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q

 ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

 

 For Period Ended: June 30, 2026

 

 ☐ Transition Report on Form 10-K

 ☐ Transition Report on Form 20-F

 ☐ Transition Report on Form 11-K

 ☐ Transition Report on Form 10-Q

 ☐ Transition Report on Form N-SAR 

 

For the Transition Period Ended: _____________

 

Read Instructions (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A

 

PART I — REGISTRANT INFORMATION

 

TOP FINANCIAL GROUP LIMITED

Full Name of Registrant

 

N/A

Former Name if Applicable

 

101 Cecil Street, #13-05 Tong Eng Building

Address of Principal Executive Office (Street and Number)

 

Singapore 069533

City, State and Zip Code

 

 

 

 

PART II — RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

(a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
     
☒ (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
     
  (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III — NARRATIVE

 

State below in reasonable detail the reasons why the Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed).

 

TOP Financial Group Limited (the “Registrant”) is unable to file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026 (the “Form 10-Q”) by the prescribed filing date without unreasonable effort or expense because the Registrant requires additional time to complete and finalize its consolidated financial statements and related disclosures to be included in the Form 10-Q. The Registrant anticipates that it will file the Form 10-Q no later than the fifth calendar day following the prescribed filing date.

 

PART IV — OTHER INFORMATION

 

(1)Name and telephone number of person to contact in regard to this notification

 

Ka Fai Yuen   +65   6252-8998
(Name)   (Area Code)   (Telephone Number)

 

(2)Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒Yes ☐ No

 

(3)Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☐ Yes ☒ No
   
  If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

2

 

 

TOP Financial Group Limited

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: August 17, 2026 By: /s/ Ka Fai Yuen
  Name: Ka Fai Yuen
    Chief Executive Officer

 

 

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Source: View Original Filing on SEC EDGAR