TOP · TOP Financial Group Limited

This Supplement No. 1 modifies the foundational Securities Purchase Agreement dated March 25, 2026, reflecting operational flexibility ahead of anticipated capital structure changes. The stock split adjustment provisions ensure economic neutrality for investors in the event of corporate actions affecting share count — a standard protective measure in private placements but notable here as it anticipates potential near-term share restructuring. The extension of the Closing deadline to July 4, 2026 suggests timing challenges or diligence requirements delaying execution, though no reason is disclosed. As a material definitive agreement amendment under Item 1.01, this filing signals ongoing capital-raising activity involving unregistered securities, with implications for future dilution, warrant coverage, and shareholder composition. The requirement for 67% investor consent to amend reinforces governance alignment among purchasers but does not indicate dissent or renegotiation pressure. No financial terms — such as total offering size, pricing, or use of proceeds — are disclosed in this exhibit, limiting visibility into scale or strategic intent.