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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.
TOP Financial Group Limited amended the terms of previously issued warrants and then all holders exercised them on a cashless basis. The warrants had entitled holders to purchase up to 428,862,444 Class A ordinary shares and were originally issued to certain non-U.S. investors in July 2026.
Following the July 19, 2026 Warrant Amendment Agreements, which restated the cashless exercise formula and confirmed holding-period “tacking” under Section 3(a)(9) of the Securities Act, holders exercised in full. On July 20, 2026 the company issued 360,534,431 Class A ordinary shares, subject to a six-month lockup, in unregistered transactions relying on Sections 3(a)(9) and 4(a)(2).
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.
TOP Financial Group Limited reports annual revenue of US$4.7 million for the year ended March 31, 2026, up from US$3.3 million in 2025, driven by online brokerage and new lending activity. Futures brokerage contributed 38.8% of 2026 revenue, with growing contributions from trading solutions, stock brokerage, currency services and loan interest.
The company is expanding beyond Hong Kong, relocating its headquarters to Singapore, adding licensed entities in Australia and Singapore, and launching OTC derivatives and loan businesses. It also completed related-party acquisitions, raised capital through a large private placement and a registered direct offering, and adopted a dual‑class structure giving Chairwoman Junli Yang 97% of voting power.
TOP Financial Group Limited entered into a Securities Purchase Agreement with certain investors for a registered direct offering of 6,441,012 Class A ordinary shares at US$0.45645 per share. This is expected to generate aggregate gross proceeds of about US$2,939,999.93 before estimated expenses of approximately US$34,500.
The offering is made off the company’s effective Form F-3 shelf registration and is expected to close on or about June 25, 2026, subject to customary conditions. The company plans to use the net proceeds for working capital and general corporate purposes.
TOP Financial Group Limited is conducting a registered direct offering of 6,441,012 Class A Ordinary Shares at an offering price of $0.45645 per share pursuant to a Securities Purchase Agreement dated June 19, 2026. The offering is direct to named institutional investors and is expected to close on June 25, 2026. The Company expects gross proceeds of approximately $2,939,999.93 and intends to use net proceeds for working capital and general corporate purposes.
The prospectus supplement states 37,068,205 Class A Ordinary Shares outstanding as of the date of this prospectus supplement, and pro forma shares outstanding after the offering of 43,509,217. The offering is made under the Company’s shelf registration on Form F-3 and the Company will pay offering expenses. Nasdaq listing and recent minimum bid-price compliance are disclosed.