TOP Financial amends warrants to allow cashless exercise; holders exercise in full, issuing 360.5M shares

TOP Financial Group Ltd

On July 19, 2026, TOP entered into Warrant Amendment Agreements to add cashless exercise provision to warrants issued July 9, 2026.
All warrant holders exercised in full via cashless exercise on July 19; company issued 360,534,431 Class A ordinary shares on July 20.
The warrants originally covered up to 428,862,444 shares; cashless exercise reduced the number of shares issued.
The issued shares are subject to a 6-month lockup from issuance date, restricting transfer.
Shares were issued in reliance on Section 3(a)(9) and 4(a)(2) of the Securities Act, as unregistered sales.

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