TOP Financial Group Ltd

Recent Developments Acquisition of Zhong Yang Financial Services Limited On July 9, 2025, the Company and ZYNL (BVI) Limited ( ZYNL ), a subsidiary of the Company, entered into a Share Purchase Agreement with Zhong Yang Financial Services Limited (the Target ) and the sole shareholder of the Target. The sole shareholder is a company incorporated under the laws of Hong Kong, of which a family member of Ms. Junli Yang, the Chairwoman of the Board, and Ms. Yung Yung Lo, the Chief Financial Officer, hold 71.50% and 8.30% equity interests, respectively. Pursuant to the agreement, ZYNL agreed to purchase 100% of the equity interest in the Target for a total purchase price of HKD500,000 (approximately US$63,750). See Item 13. Certain Relationships and Related Transactions, and Director Independence. Change of Corporate Headquarters In August 2025, the Company relocated its corporate headquarters to Singapore. See Item 2. Properties. Private Placement In March 2026, the Company entered into a securities purchase agreement with certain investors for a private placement of units, each consisting of one Class A Ordinary Share and two warrants to purchase Class A Ordinary Shares at a price per unit of US$0.37308, from which the Company expected to receive aggregate gross proceeds of approximately US$80 million. The Company expected to receive aggregate gross proceeds of approximately US$80 million from the offering, and no placement agent was engaged. The warrants have an exercise price of US$0.4477 per share, representing 120% of the per-unit purchase price.