{"url_path":"/sec/top/8-k/2026-07-13/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 , Unregistered Sales of Equity Securities**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-13","source_url":"https://www.sec.gov/Archives/edgar/data/1848275/0001213900-26-077316-index.html","accession_number":"0001213900-26-077316","cik":"0001848275","ticker":"TOP","issuer_name":"TOP Financial Group Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1848275/0001213900-26-077316-index.html","primary_entity_key":"0001848275","primary_entity_name":"TOP Financial Group Ltd"},"word_count":420,"has_tables":true,"body_markdown":"**Item 3.02, Unregistered Sales of Equity Securities**\n\n** **\n\nAs previously disclosed, on March 25, 2026, TOP\nFinancial Group Limited, a Cayman Islands exempted company (the “Company”) entered into the Securities Purchase Agreement\n(the “Securities Purchase Agreement”), with certain non-U.S. investors (each a “Purchaser”) relating to the issuance\nand sale of 214,431,222 units (“Units”) of the Company, with each Unit consisting of (i) one Class A ordinary share of the\nCompany, par value US$0.001 per share (“Class A Ordinary Share”), and (ii) two warrants, each to purchase one Class A ordinary\nshare of the Company (the “Warrants”), at a price per Unit of US$0.37308 (the “Offering”).\n\n \n\nEach Warrant entitles the holder thereof to purchase one Class A Ordinary\nShare at an exercise price per share equal to US$0.4477 (representing 120% of the per Unit purchase price), subject to adjustment upon\nshare splits and share combination. The Warrants are exercisable immediately upon issuance and will expire on the third (3rd) anniversary\nof the date of issuance. The Warrants may be exercised on a cashless basis. The Class A Ordinary Shares issuable upon exercise of the\nWarrants are subject to a lock-up period of six (6) months from the date of exercise.\n\n \n\nThe Offering closed on July 9, 2026 and the Company\nissued 214,431,222 Class A Ordinary Shares and Warrants to purchase up to 428,862,444 Class A Ordinary Shares. The Company received gross\nproceeds in the amount of $80,000,000 before deducting offering expenses. The Company plans to use the net proceeds from this Offering\nfor general working capital and corporate purposes to support its ongoing business operations and long-term strategic liquidity initiatives.\nNo placement agent was engaged in connection with the Offering.\n\n \n\nThe securities were offered and sold by the Company\nin reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”),\npursuant to Regulation S promulgated thereunder. Each Purchaser represented to the Company, among other matters, that it is not a “U.S.\nperson” as defined in Rule 902 of Regulation S under the Securities Act, and that the Securities were acquired in an “offshore\ntransaction” as defined in Rule 902 of Regulation S under the Securities Act.\n\n \n\nThis report does not constitute an offer to sell,\nor the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer,\nsolicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction."}