TOP Financial Group Limited entered into a Securities Purchase Agreement dated March 25, 2026, to issue and sell Units, each consisting of one Class A Ordinary Share and two Warrants to non-U.S. buyers under Regulation S. Warrants are exercisable at US$0.4477 per share from the 2026 Issuance Date until the third anniversary, with exercised shares subject to a six-month lock-up.
Key takeaways
Securities Purchase Agreement dated March 25, 2026, for Units at 60% of Nasdaq closing price on prior trading day
Each Unit: one Class A Ordinary Share (par value US$0.001) and two Warrants
Warrant exercise price: US$0.4477 (120% of Unit purchase price)
Warrants exercisable from Issuance Date in 2026 to 2029; cashless exercise permitted
Offered to non-U.S. persons pursuant to Regulation S; six-month lock-up on exercised Warrant Shares