{"url_path":"/sec/top/8-k/2026-07-20/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":"2026-07-20","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":150,"has_tables":true,"body_markdown":"** **\n\n**Item 3.02, Unregistered Sales of Equity Securities**\n\n** **\n\nThe information provided above under Item 1.01\nof this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.\n\n \n\nOn July 19, 2026, all holders of the\nWarrants exercised their Warrants in full pursuant to the cashless exercise provision thereof. On July 20, 2026, the Company issued\n360,534,431 Class A Ordinary Shares (the “Warrant Shares”) as a result of the exercise of the Warrants, as amended. The\nWarrant Shares were issued in reliance on the exemption from registration provided by Section 3(a)(9) and Section 4(a)(2) of the\nSecurities Act of 1933, as amended. Additionally, the Warrant Shares are subject to certain lockup restrictions pursuant to the\nterms of the Warrants, as amended, and cannot be offered, sold, transferred, pledged or otherwise disposed for a period of six (6)\nmonths following the date of issuance of the Warrant Shares.\n\n \n\n1"}