{"url_path":"/sec/top/8-k/2026-07-20/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-20","source_url":"https://www.sec.gov/Archives/edgar/data/1848275/0001213900-26-079696-index.html","accession_number":"0001213900-26-079696","cik":"0001848275","ticker":"TOP","issuer_name":"TOP Financial Group Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1848275/0001213900-26-079696-index.html","primary_entity_key":"0001848275","primary_entity_name":"TOP Financial Group Ltd"},"word_count":437,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement.**\n\n** **\n\nOn July 19, 2026, TOP Financial Group Limited,\na Cayman Islands exempted company (the “Company”), entered into Warrant Amendment Agreements (the “Amendment Agreements”)\nwith holders of certain warrants (the “Warrants”) to purchase up to 428,862,444 Class A ordinary share of the Company, par\nvalue US$0.001 per share (“Class A Ordinary Share”), issued on July 9, 2026 pursuant to certain securities purchase agreements\ndated March 25, 2026, as supplemented on May 5, 2026 (the “Agreement”), by and between the Company and certain non-U.S. investors.\n\n \n\nPursuant to the Amendment Agreements, the Warrants\nwere amended by replacing section 3(c) thereof with the following:\n\n \n\n“(c) Cashless\nExercise. This Warrant may also be exercised, in whole or in part, at any time during the term of this Warrant, by means of a “cashless\nexercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing\n[(A-B) (X)] by (A), where:\n\n \n\n \n(A)\n= the closing price of the Class A Ordinary Shares (as reflected on Nasdaq.com) on the Trading Day immediately preceding the date of the applicable Notice of Exercise;\n\n \n\n \n(B)\n= the Exercise Price of this Warrant, as adjusted hereunder; and\n\n \n\n \n(X)\n= the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.\n\n \n\nIf Warrant Shares\nare issued in a cashless exercise, the Company and Holder each acknowledge and agree that in accordance with Section 3(a)(9) of the Securities\nAct, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares\nbeing issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section\n2(c).”\n\n** **\n\nThe foregoing descriptions of the terms of the\nWarrants, as amended, and the Amendment Agreements do not purport to be complete and are qualified in their entirety by reference to the\ntext of the form of the Warrants, as amended, and the Amendment Agreement, which are filed herewith as Exhibit 4.1 and Exhibit 10.1, respectively.\n\n \n\nA brief description of the other terms and\nconditions of the Warrants can be found in the Company’s Reports on Form 6-K filed with the Securities and Exchange Commission\non March 26, 2026 and May 12, 2026 and the Company’s Current Report on Form 8-K filed with the Securities and Exchange\nCommission on July 13, 2026 and such brief description is incorporated by reference herein."}