TOP Financial Group closes $80M private placement with non-U.S. investors

TOP Financial Group Limited (NASDAQ: TOP) closed a private placement offering on July 9, 2026, raising $80,000,000 in gross proceeds before deducting offering expenses.

According to a press release statement, the company issued 214,431,222 Class A Ordinary Shares and warrants to purchase up to 428,862,444 additional Class A Ordinary Shares to certain non-U.S. investors. The offering was priced at $0.37308 per unit, with each unit consisting of one Class A Ordinary Share and two warrants.

Each warrant carries an exercise price of $0.4477 per share, representing 120% of the per-unit purchase price. The warrants are exercisable immediately upon issuance, expire on the third anniversary of issuance, and may be exercised on a cashless basis. Class A Ordinary Shares issued upon warrant exercise are subject to a six-month lock-up period.

The Securities Purchase Agreement was originally entered into on March 25, 2026. No placement agent was engaged in connection with the transaction.

The securities were sold under Regulation S of the Securities Act of 1933, which provides an exemption from registration requirements for offerings conducted in offshore transactions to non-U.S. persons. The company said it plans to use net proceeds for general working capital and corporate purposes.

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