[SCHEDULE 13D/A] Toppoint Holdings Inc. SEC Filing

Rhea-AI Filing Summary

Toppoint Holdings Inc. reporting person John Feliciano III filed Amendment No. 1 to Schedule 13D as an exit filing. The amendment states that the issuer and Mr. Feliciano mutually agreed to cancel an option to purchase 1,150,000 shares of common stock, effective September 25, 2025. Following the cancellation, the reporting person reports beneficial ownership of 0 shares, representing 0% of the class. The document amends the original Schedule 13D filed May 22, 2025, solely to reflect the cancellation and resulting exit status; no other changes to the previously reported information are disclosed.

Insights

Financial Analyst

TL;DR: Reporting person exited and a 1,150,000-share option was cancelled, removing potential dilution.

The filing is a routine exit amendment reporting cancellation of an option to purchase 1,150,000 shares and that the reporting person now beneficially owns 0 shares (0%). For investors, the cancellation removes a source of potential future share issuance tied to that option, which modestly reduces dilution risk tied specifically to this instrument. The filing does not disclose any cash consideration, replacement arrangements, or changes to other previously reported positions, so material impact appears limited and specific to the cancelled option.

Corporate Governance Expert

TL;DR: This is an administrative exit filing noting cancellation of a previously granted option.

The Schedule 13D amendment serves to update ownership disclosures after the issuer and reporting person agreed to cancel an option to purchase 1,150,000 common shares effective September 25, 2025. The reporting person certifies ownership of 0 shares (0%). From a governance and disclosure standpoint, the amendment appropriately notifies the market of the change in potential equity interests. The filing contains no additional governance actions, agreements or contingent obligations tied to the cancelled option.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Toppoint Holdings Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

89078D101

(CUSIP Number)

John Feliciano III
c/o Toppoint Holdings Inc., 1250 Kenas Road, North
Wales, PA, 19454
551-866-1320

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

09/25/2025

(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).

SCHEDULE 13D

CUSIP No. 89078D101

1

Name of reporting person

John Feliciano III

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)

OO

5

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

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

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

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

This Amendment No. 1 to Schedule 13D ("Amendment No. 1") constitutes an exit filing for the reporting person as the reporting person owns less than five percent (5%) of the common stock of the Issuer. This Amendment No. 1 amends and supplements the information set forth in the Schedule 13D filed by the reporting person with the U.S. Securities and Exchange Commission (the "SEC") on May 22, 2025 (together with this Amendment No. 1, the "Schedule 13D"). Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value
(b)	Name of Issuer: Toppoint Holdings Inc.
(c)	Address of Issuer's Principal Executive Offices: 1250 Kenas Road,, North Wales, PENNSYLVANIA , 19454.
Item 3.	Source and Amount of Funds or Other Consideration
	The Issuer and the reporting person mutually agreed to cancel the option to purchase 1,150,000 shares of common stock.
Item 5.	Interest in Securities of the Issuer
(a)	0
(b)	0
(c)	On September 25, 2025, the Issuer and the reporting person entered into a cancellation agreement, pursuant to which the option originally granted to the reporting person to purchase 1,150,000 shares of common stock was cancelled, effective from September 25, 2025.
(e)	September 25, 2025

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.

John Feliciano III

Signature:	/s/ John Feliciano III
Name/Title:	John Feliciano III
Date:	09/29/2025

FAQ

What did the Schedule 13D/A for TOPP report?

The amendment reports the mutual cancellation of an option to purchase 1,150,000 shares and that the reporting person now beneficially owns 0 shares (0%).

When did the option cancellation become effective?

The cancellation agreement was effective on September 25, 2025.

Who filed the amendment to the Schedule 13D for Toppoint Holdings (TOPP)?

The reporting person is John Feliciano III, who signed the amendment and certified the information.

Does the filing disclose any new ownership or purchases?

No; the filing indicates the option was cancelled and discloses 0 shares beneficially owned after cancellation.

Does the amendment modify other information from the May 22, 2025 Schedule 13D?

The amendment states it does not modify any previously reported information except as specified to reflect the cancellation and exit status.