TOP Financial Group Ltd (TOP) insider reports 17.1% stake and cashless warrant deal

Rhea-AI Filing Summary

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.

Filing Explained

The filing clarifies that the completed exercise produced 84,067,616 Class A shares held by Quantum Leap, over which Junli Yang reports sole voting and dispositive power; together with her 20,000,000 shares through Zhong Yang Holdings, her reported sole power covers 104,067,616 shares, or 17.10% of the class.

Key Figures

Beneficial ownership – Junli Yang: 104,067,616 Class A Ordinary Shares Beneficial ownership – Quantum Leap: 84,067,616 Class A Ordinary Shares Shares outstanding: 608,527,305 Class A Ordinary Shares +5 more

8 metrics

Beneficial ownership – Junli Yang 104,067,616 Class A Ordinary Shares Represents 17.10% of Class A Ordinary Shares as of July 21, 2026

Beneficial ownership – Quantum Leap 84,067,616 Class A Ordinary Shares Represents 13.81% of Class A Ordinary Shares as of July 21, 2026

Shares outstanding 608,527,305 Class A Ordinary Shares Issued and outstanding as of July 21, 2026

Warrants purchased 100,000,000 warrants Acquired by Quantum Leap on July 12, 2026

Aggregate warrant purchase price US$12,000,000.00 Paid by Quantum Leap for 100,000,000 warrants

Per-warrant purchase price US$0.12 per Warrant Price paid by Quantum Leap under warrant purchase agreements

Warrant exercise price US$0.4477 per share Exercise price for each Class A Ordinary Share under the Warrants

Lock-up period Six months Applies to 84,067,616 Class A shares issued on warrant exercise

Key Terms

Schedule 13D, beneficially owned, cashless basis, lock-up period, +2 more

6 terms

Schedule 13D regulatory

"This statement on is filed by Junli Yang ("Ms. Yang") and Quantum Leap"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially owned financial

"Collectively, the 104,067,616 Class A Ordinary Shares beneficially owned by Ms. Yang"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

cashless basis financial

"Quantum Leap exercised its Warrants in full on a cashless basis pursuant to Section 3(c)"

An agreement executed on a cashless basis lets a holder convert or exercise a security (like options, warrants, or conversion rights) without paying money upfront; instead the holder receives a smaller number of shares equal in value to what the cash would have purchased. Think of trading a coupon for fewer slices of a cake rather than handing over cash for the full slice. For investors, it affects how much ownership and dilution occur and avoids immediate cash outlays.

lock-up period financial

"The Class A Ordinary Shares received upon exercise are subject to a six-month lock-up period"

A lock-up period is a fixed time after a stock offering during which company insiders and early investors are legally barred from selling their shares. It matters because when that restriction expires a large block of previously locked-up shares can enter the market at once, potentially lowering the stock price or spiking trading volume—like opening a floodgate—so investors monitor these dates to anticipate price moves and manage risk.

sole dispositive power financial

"Ms. Yang is deemed to have sole voting and dispositive power with respect to the Class A"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

warrant purchase agreements financial

"Quantum Leap entered into warrant purchase agreements with certain investors pursuant to which"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/30/2026 - 07:00 AM Accepted by SEC EDGAR 07/30/2026 - 07:00 AM Learn about SEC filing dates

FAQ

What percentage of TOP (symbol TOP) does Junli Yang now beneficially own?

Junli Yang beneficially owns 104,067,616 Class A Ordinary Shares of TOP, representing 17.10% of the class. This includes shares held through Zhong Yang Holdings and Quantum Leap, based on 608,527,305 Class A shares outstanding as of July 21, 2026.

How many TOP Class A shares does Quantum Leap Limited hold according to this Schedule 13D?

Quantum Leap Limited holds 84,067,616 TOP Class A Ordinary Shares, representing 13.81% of the class. These shares were received on July 20, 2026 following a full cashless exercise of 100,000,000 warrants originally purchased on July 12, 2026.

How did Quantum Leap acquire its TOP (TOP) share position?

Quantum Leap bought 100,000,000 warrants for an aggregate US$12,000,000.00 on July 12, 2026 at US$0.12 per warrant, each with a US$0.4477 exercise price. It then exercised the warrants on a cashless basis on July 19, 2026, receiving 84,067,616 shares.

What is the total number of TOP Class A Ordinary Shares outstanding used in this 13D?

The holdings and percentages are calculated against 608,527,305 TOP Class A Ordinary Shares issued and outstanding as of July 21, 2026. This figure comes from the issuer’s shareholder list obtained from the company’s transfer agent.

What are Junli Yang and Quantum Leap’s intentions regarding control of TOP (TOP)?

The Reporting Persons state they acquired their TOP holdings with the intent to exercise control over the issuer and intend to continue actively participating in its management and strategic direction, while noting no additional specific plans under the standard Schedule 13D items.

Are Quantum Leap’s newly acquired TOP shares subject to a lock-up period?

Yes. The 84,067,616 TOP Class A shares issued to Quantum Leap upon cashless warrant exercise are subject to a six‑month lock-up from the issuance date, during which they cannot be offered, sold, transferred, pledged or otherwise disposed of.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

TOP Financial Group Ltd

(Name of Issuer)

Class A Ordinary Shares

(Title of Class of Securities)

G989A6102

(CUSIP Number)

Jennifer Tam
101 Cecil Street, #13-05 Tong Eng Building
Singapore, U0, 069533
65 6252 8998

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/12/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G989A6102

1

Name of reporting person

Junli Yang

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 104,067,616.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 104,067,616.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

104,067,616.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.10 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) This statement on Schedule 13D is filed by Junli Yang ("Ms. Yang"), an individual, and Quantum Leap Limited, a British Virgin Islands Company ("Quantum Leap," collectively, with Ms. Yang, the "Reporting Persons"). The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13D. (2) Consists of (a) 20,000,000 Class A ordinary shares, par value US$0.001 per share (the "Class A Ordinary Shares"), of TOP Financial Group Limited (the "Issuer") held by Zhong Yang Holdings (BVI) Limited ("Zhong Yang Holdings") and (b) 84,067,616 Class A Ordinary Shares held by Quantum Leap. Ms. Yang is the majority shareholder and sole director of Zhong Yang Holdings and, as such, may be deemed to exercise sole voting and sole dispositive power over these shares. Ms. Yang is the sole shareholder and sole director of Quantum Leap and, as such, exercises sole voting and sole dispositive power over these shares. (3) The percentage reported in Item 13 above is based on a total of 608,527,305 issued and outstanding Class A Ordinary Shares of the Issuer as of July 21, 2026, as reported in the Issuer's shareholder list obtained from the Company's transfer agent.

SCHEDULE 13D

CUSIP Number(s): G989A6102

1

Name of reporting person

Quantum Leap Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 84,067,616.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 84,067,616.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

84,067,616.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.81 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) This statement on Schedule 13D is filed by Quantum Leap and Ms. Yang collectively as the Reporting Persons. The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13D. (2) Ms. Yang is the sole shareholder and sole director of Quantum Leap and, as such, exercises sole voting and sole dispositive power over these shares. (3) The percentage reported in Item 13 above is based on a total of 608,527,305 issued and outstanding Class A Ordinary Shares of the Issuer as of July 21, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Shares
(b)	Name of Issuer: TOP Financial Group Ltd
(c)	Address of Issuer's Principal Executive Offices: 101 Cecil Street, #13-05 Tong Eng Building, Singapore, SINGAPORE , 069533.
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed by Junli Yang ("Ms. Yang") and Quantum Leap Limited ("Quantum Leap") (together, the "Reporting Persons"). Ms. Yang has sole voting and dispositive power over all of the Class A Ordinary Shares held by Quantum Leap.
(b)	Junli Yang. The principal business address of Junli Yang is C/O TOP Financial Group Limited, 101 Cecil Street, #13-05 Tong Eng Building, Singapore 069533. Quantum Leap. The principal business address of Quantum Leap is C/O TOP Financial Group Limited, 101 Cecil Street, #13-05 Tong Eng Building, Singapore 069533.
(c)	Quantum Leap is an investment holding company primarily engaged in acquiring, holding, and managing equity interests in subsidiaries and other investments. It does not engage in direct business operations. Ms. Yang is a Director and Chairwoman of Issuer.
(d)	The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	The Reporting Persons have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the reporting persons were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.
(f)	Ms. Yang- People's Republic of China. Quantum Leap - British Virgin Islands.
Item 3.	Source and Amount of Funds or Other Consideration
	Ms. Yang is a pre-IPO shareholder holding 20,000,000 Class A Ordinary Shares through Zhong Yang Holdings. Ms. Yang is the majority shareholder and sole director of Zhong Yang Holdings and, as such, may be deemed to exercise sole voting and sole dispositive power over these shares. Zhong Yang funded its purchase using working capital. On July 12, 2026, Quantum Leap purchased from certain investors, in privately negotiated transactions, Warrants to purchase an aggregate of 100,000,000 Class A Ordinary Shares, for an aggregate purchase price of US$12,000,000.00. The Warrants had been issued by the Issuer to such investors in a private placement that closed on July 9, 2026. Quantum Leap funded its purchase using working capital. On July 19, 2026, Quantum Leap exercised its Warrants in full on a cashless basis pursuant to Section 3(c) of the Warrants, as amended, and, on July 20, 2026, received 84,067,616 Class A Ordinary Shares upon such exercise. No cash consideration was paid by Quantum Leap in connection with the exercise, and no Warrants held by Quantum Leap remain outstanding. The Class A Ordinary Shares received upon exercise are subject to a six-month lock-up period from the date of issuance, during which they may not be offered, sold, transferred, pledged or otherwise disposed of, pursuant to the terms of the Warrants, as amended.
Item 4.	Purpose of Transaction
	Ms. Yang is a pre-IPO shareholder of the Issuer holding 20,000,000 Class A Ordinary Shares through Zhong Yang Holdings. Ms. Yang is the majority shareholder and sole director of Zhong Yang Holdings and, as such, may be deemed to exercise sole voting and sole dispositive power over these shares. The Reporting Persons acquired with the intent to exercise control over the Issuer. Quantum Leap, which is wholly owned by Ms. Yang, acquired Warrants to purchase 100,000,000 Class A Ordinary Shares as described in Item 3. On July 19, 2026, Quantum Leap exercised its Warrants in full on a cashless basis pursuant to Section 3(c) of the Warrants, as amended. On July 20, 2026, Quantum Leap received 84,067,616 Class A Ordinary Shares upon the cashless exercise of the Warrants in full, and no Warrants held by Quantum Leap remain outstanding. The Reporting Persons intend to continue actively participating in the Issuer's management and strategic direction. Except as set forth herein, the Reporting Persons do not have any present plans or proposals which relate to or would result in any of the transactions described in paragraphs (a) through (j) of this Item 4.
Item 5.	Interest in Securities of the Issuer
(a)	Zhong Yang Holdings holds 20,000,000 Class A Ordinary Shares of the Issuer. Quantum Leap holds 84,067,616 Class A Ordinary Shares of the Issuer. Ms. Yang, the Chairwoman of the Board of the Issuer, is the majority shareholder and sole director of Zhong Yang Holdings and the sole shareholder and sole director of Quantum Leap. As a result of this ownership structure, Ms. Yang is deemed to have sole voting and dispositive power with respect to the Class A Ordinary Shares held by Zhong Yang Holdings and Quantum Leap for purposes of Rule 13d-3 under the Securities Exchange Act of 1934. Collectively, the 104,067,616 Class A Ordinary Shares beneficially owned by Ms. Yang represent 17.10% of the Class A Ordinary Shares, based on a total of 608,527,305 Class A Ordinary Shares issued and outstanding as of July 21, 2026, as reported in the Issuer's shareholder list obtained from the Company's transfer agent. The 84,067,616 Class A Ordinary Shares beneficially owned by Quantum Leap represent 13.81% of the Class A Ordinary Shares on the same basis.
(b)	Quantum Leap Sole Voting Power: 84,067,616 Class A Ordinary Shares Shared Voting Power: 0 Sole Dispositive Power: 84,067,616 Class A Ordinary Shares Shared Dispositive Power: 0 Ms. Yang Sole Voting Power: 104,067,616 Class A Ordinary Shares Shared Voting Power: 0 Sole Dispositive Power: 104,067,616 Class A Ordinary Shares Shared Dispositive Power: 0
(c)	Except for the acquisition and cashless exercise of the Warrants by Quantum Leap described in Item 3, which is incorporated herein by reference, the Reporting Persons have not effected any transactions in the Class A Ordinary Shares during the past sixty days.
(d)	Not applicable
(e)	Not applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Items 3, 4 and 5 of this Schedule 13D is incorporated herein by reference. On July 12, 2026, Quantum Leap entered into warrant purchase agreements with certain investors pursuant to which Quantum Leap purchased Warrants to purchase an aggregate of 100,000,000 Class A Ordinary Shares at a purchase price of US$0.12 per Warrant. Each Warrant entitled the holder thereof to purchase one Class A Ordinary Share at an exercise price of US$0.4477 per share, subject to adjustment upon share splits and share combinations. The Warrants were exercisable immediately upon issuance and had a term expiring on the third (3rd) anniversary of the date of issuance. The Warrants may also be exercised on a cashless basis On July 19, 2026, the Issuer and the holders of the Warrants, including Quantum Leap, entered into warrant amendment agreements amending the cashless exercise provision of the Warrants. On July 19, 2026, Quantum Leap exercised its Warrants in full on a cashless basis pursuant to the Warrants, as amended, and on July 20, 2026, the Issuer issued 84,067,616 Class A Ordinary Shares to Quantum Leap upon such exercise. No cash consideration was paid by Quantum Leap in connection with the exercise, and no Warrants held by Quantum Leap remain outstanding. The Class A Ordinary Shares issued upon exercise of the Warrants are subject to a lock-up period of six (6) months from the date of issuance, during which they may not be offered, sold, transferred, pledged or otherwise disposed of.
Item 7.	Material to be Filed as Exhibits.
	Exhibit A -- Joint Filing Agreement, dated as of July 29, 2026, by and betwee Quantum Leap and Ms. Yang. Exhibit B -- Form of Warrant Purchase Agreement, dated July 12, 2026, between Quantum Leap and the sellers named therein. Exhibit C -- Form of Amended Warrant to Purchase Class A Ordinary Shares.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Junli Yang

Signature:	/s/ Junli Yang
Name/Title:	Junli Yang/an individual
Date:	07/30/2026

Quantum Leap Limited

Signature:	/s/ Junli Yang
Name/Title:	Junli Yang/Director
Date:	07/30/2026