NASDAQ: TOP
TOP Financial Group LtdCIK 0001848275 · SIC 6200 · Security & Commodity Services
On July 9, 2025, the Company and ZYNL (BVI) Limited (“ZYNL”), a subsidiary of the Company, entered into a Share Purchase Agreement with Zhong Yang Financial Services Limited (the “Target”) and the sole shareholder of the Target. The sole shareholder is a company incorporated under the laws of Hong… About this business →
Every 8-K is open in full. Other 10-Ks and 10-Qs show a 3-bullet preview. A free account reads 3 more full reports a month. Generating a report requires a verified account.
Sign up freeWant to see a complete report first? Today's free report (COTY 10-K) is open in full — no account needed.
Summary not yet generated.
Summary not yet generated.
Partner
Trade TOP commission-free
Open an account, get a free stock.
Investing involves risk. Free stock terms apply.
Summary not yet generated.
Summary not yet generated.
Summary not yet generated.
Summary not yet generated.
TOP posts -$1.2M net loss on non-operational factors as -$1.2M post-period debt push liabilities to ~3.9x equity
5 material changes detected. Sign up free to read the summary.
Summary not yet generated.
Summary not yet generated.
Summary not yet generated.
Latest financial statements
From 10-Q filed Aug 17, 2026 (period ending Jun 30, 2026). As printed on the EDGAR/iXBRL face — not generated by the model.
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)
| Description | Three months ended June 30, 2026 | Three months ended June 30, 2025 |
|---|---|---|
| Revenues | ||
| Futures brokerage commissions | 164,201 | 638,546 |
| Virtual asset brokerage commissions | 73,755 | - |
| Trading solution service revenues | - | 150,000 |
| Interest income from loan business | 416,139 | 237,049 |
| Other service revenues | 374,315 | 30,571 |
| Trading (losses) gains | (124,571) | 179,295 |
| Interest income and other | 172,861 | 97,932 |
| Total revenues | 1,076,700 | 1,333,393 |
| Expenses | ||
| Commission expenses | 173,222 | 442,210 |
| Compensation and benefits | 571,097 | 434,006 |
| Communications and technology | 80,651 | 116,491 |
| Occupancy | 424,487 | 25,636 |
| Travel and business development | 13,587 | 3,163 |
| Professional fees | 87,409 | 47,258 |
| Other administrative expenses | 113,201 | 178,637 |
| Total expenses | 1,463,654 | 1,247,401 |
| (Loss) income before income taxes | (386,954) | 85,992 |
| Income tax benefits | 273,229 | - |
| Net (loss) income | (113,725) | 85,992 |
| Less: Net loss attributable to non-controlling shareholders | (292) | - |
| Net (loss) income attributable to TOP Financial Group Limited’s shareholders | (113,433) | 85,992 |
| Net (loss) income | (113,725) | 85,992 |
| Other comprehensive loss | ||
| Foreign currency translation adjustment | (87,787) | (142,667) |
| Total comprehensive loss | (201,512) | (56,675) |
| Less: Total comprehensive loss attributable to non-controlling shareholders | (369) | - |
| Total comprehensive loss attributable to TOP Financial Group Limited’s shareholders | (201,143) | (56,675) |
| (Loss) earnings per share*: | ||
| Basic and diluted | (0.02) | 0.01 |
| Weighted average number of ordinary shares outstanding*: | ||
| Basic and diluted | 7,493,229 | 7,411,184 |
Condensed Consolidated Balance Sheets
| Description | June 30, 2026 | March 31, 2026 |
|---|---|---|
| Assets | ||
| Cash and cash equivalents | 10,407,367 | 12,989,922 |
| Restricted cash | 34,860,027 | 18,715,497 |
| Digital assets | 2,339,179 | - |
| Receivables from broker-dealers and clearing organizations | 20,310,833 | 32,535,854 |
| Receivables from customers | - | 1,668,312 |
| Loans receivable, net | 81,182,401 | 11,751,771 |
| Due from a related party | 232,525 | 232,565 |
| Securities owned, at fair value | 1,081,370 | 710,632 |
| Fixed assets, net | 1,059,762 | 1,114,541 |
| Intangible assets, net | 63,759 | 63,776 |
| Goodwill | 26,187 | 26,187 |
| Right-of-use assets | 1,386,066 | 1,557,438 |
| Long-term investments | 3,147,784 | 3,147,784 |
| Deposit for long-term investment | 1,400,800 | 600,000 |
| Other assets | 865,631 | 899,299 |
| Deferred tax assets | 43,507 | 43,365 |
| Total assets | 158,407,198 | 86,056,943 |
| Liabilities and shareholders’ equity | ||
| Payable to customers | 53,815,624 | 48,850,774 |
| Payable to customers a related party | 8,568 | 8,570 |
| Contract liabilities | - | 53,255 |
| Income tax payable | 105,402 | 149,778 |
| Promissory notes payable | 637,592 | 637,755 |
| Accrued expenses and other liabilities | 442,666 | 527,484 |
| Lease liabilities | 1,415,554 | 1,584,183 |
| Subscription fees advanced from shareholders | 64,983,160 | - |
| Total liabilities | 121,408,566 | 51,811,799 |
| Commitments and contingencies | ||
| Shareholders’ Equity | ||
| Class A Ordinary shares (par value $0.005 per share, 3,600,000,000 shares authorized; 6,710,691 and 5,418,883 shares issued and outstanding at June 30, 2026 and March 31, 2026, respectively)* | 33,555 | 27,096 |
| Class B Ordinary shares (par value $0.005 per share, 400,000,000 shares authorized; 2,000,000 shares and 2,000,000 shares issued and outstanding at June 30, 2026 and March 31, 2026, respectively)* | 10,000 | 10,000 |
| Additional paid-in capital | 31,984,829 | 29,036,288 |
| Retained earnings | 4,460,209 | 4,573,642 |
| Accumulated other comprehensive income | 208,978 | 296,688 |
| Total shareholders’ equity | 36,697,571 | 33,943,714 |
| Non-controlling interest | 301,061 | 301,430 |
| Total liabilities and shareholders’ equity | 158,407,198 | 86,056,943 |
Condensed Consolidated Statements of Cash Flows (Unaudited)
| Description | Three months ended June 30, 2026 | Three months ended June 30, 2025 |
|---|---|---|
| Net cash provided by operating activities | 6,034,786 | 7,138,236 |
| Cash flows from investing activities: | ||
| Purchases of fixed assets | (3,112) | - |
| Purchases of securities owned | (188,000) | (256,420) |
| Deposits for long-term investment | (800,800) | (100,000) |
| Acquisition of a subsidiary | - | (64,105) |
| Proceeds from sales of digital assets | 6,633,981 | - |
| Loans made to third parties | - | (1,000,000) |
| Loans made to a related party | - | (2,500,000) |
| Collection of loans from customers | 2,175,000 | 3,690,759 |
| Net cash provided by (used in) investing activities | 7,817,069 | (229,766) |
| Net increase in cash, cash equivalents and restricted cash | 13,851,855 | 6,908,470 |
| Cash, cash equivalents and restricted cash, beginning of period | 31,705,419 | 15,174,936 |
| Effect of exchange rates on cash, cash equivalents and restricted cash | (289,880) | (32,138) |
| Cash, cash equivalents and restricted cash, end of period | 45,267,394 | 22,051,268 |
| Supplemental disclosures of cash flow information: | ||
| Cash paid for interest | - | - |
| Cash paid for taxes, net of refunds | - | - |
| Non-cash operating, investing and financing activities | ||
| Collection of USDT as proceeds from subscription fees advanced from shareholders | 64,983,160 | - |
| Collection of USDT as proceeds from issuance of Class A ordinary shares in a private placement | 2,940,000 | - |
| Advance of loans to customers in the form of USDT | 58,950,000 | - |
Amounts as printed on the EDGAR/iXBRL face. Labels, columns, and figures are the filing face, not a GAAP stencil. Interactive statements & notes on EDGAR ↗
About TOP Financial Group Ltd
Source: Item 1 (Business) from the 10-K filed July 7, 2026. Description as filed by the company with the SEC.
Item
1. Business
Recent
Developments
Acquisition
of Zhong Yang Financial Services Limited
On
July 9, 2025, the Company and ZYNL (BVI) Limited (“ZYNL”), a subsidiary of the Company, entered into a Share Purchase Agreement
with Zhong Yang Financial Services Limited (the “Target”) and the sole shareholder of the Target. The sole shareholder is
a company incorporated under the laws of Hong Kong, of which a family member of Ms. Junli Yang, the Chairwoman of the Board, and Ms.
Yung Yung Lo, the Chief Financial Officer, hold 71.50% and 8.30% equity interests, respectively. Pursuant to the agreement, ZYNL agreed
to purchase 100% of the equity interest in the Target for a total purchase price of HKD500,000 (approximately US$63,750). See “Item
13. Certain Relationships and Related Transactions, and Director Independence.”
Change
of Corporate Headquarters
In
August 2025, the Company relocated its corporate headquarters to Singapore. See “Item 2. Properties.”
Private
Placement
In
March 2026, the Company entered into a securities purchase agreement with certain investors for a private placement of units, each consisting
of one Class A Ordinary Share and two warrants to purchase Class A Ordinary Shares at a price per unit of US$0.37308, from which the
Company expected to receive aggregate gross proceeds of approximately US$80 million. The Company expected to receive aggregate gross
proceeds of approximately US$80 million from the offering, and no placement agent was engaged. The warrants have an exercise price of
US$0.4477 per share, representing 120% of the per-unit purchase price. No placement agent was engaged. On May 5, 2026, the Company and
the purchasers entered into Supplement No. 1 to the securities purchase agreement. See “Item 5. Market for Registrant’s Ordinary
Shares, Related Shareholder Matters and Issuer Purchases of Equity Securities — Recent Sales of Unregistered Securities.”
Read full description ↓
Nasdaq
Minimum Bid Price Deficiency
On
April 28, 2026, the Company received a notification from The Nasdaq Stock Market LLC that, because the closing bid price of its Class
A Ordinary Shares had been below US$1.00 per share for the previous 30 consecutive business days, the Company no longer met the minimum
bid price requirement for continued listing under Nasdaq Listing Rule 5550(a)(2), and was provided a compliance period of 180 calendar
days, or until October 26, 2026, to regain compliance. See “