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TOP Financial Group Ltd (TOP) Form 424B3 — Oct 8, 2026

$TOPForm 424B3Filed Oct 8, 2026, 5:00 PM ET0001213900-26-108043Original filing

TOP Financial Group filed a 424B3 prospectus registering the resale of up to 98,179,613 Class A ordinary shares by 29 selling shareholders, stemming from a March 2026 private placement priced at $0.37308 per unit and subsequent warrant exercises. With only 121.7 million Class A shares outstanding, the registered resale block represents an enormous potential supply overhang on the stock, which last traded at $14.99 on September 30, 2026. The company will receive no proceeds from any sales; all net proceeds go to the selling shareholders.

Key figures

Shares Offered
98179613
Fiscal 2025 revenue
US$3.3 million
Fiscal 2026 revenue
US$4.7 million
Reverse split ratio
1-for-5 (effective August 3, 2026)
Last reported sale price
US$14.99 (September 30, 2026)
Shares outstanding class a
121706506
Shares outstanding class b
2000000
Warrant exercise shares issued
360534431
Private placement shares issued
214431222
Private placement price per unit
US$0.37308
Registered direct gross proceeds
US$2.94 million
Registered direct offering price
US$0.45645
Registered direct offering shares
6441012

AI analysis

Red flags6 · Pro

The rest of the AI analysis, red flags and sentiment are part of Signal8 Pro.

AI-generated analysis of a public disclosure. Not investment advice; verify against the original document.

    TOP Financial Group Ltd (TOP) Form 424B3 — Oct 8, 2026: AI Analysis | Signal8