{"filing":{"accession_number":"0001213900-26-077316","cik":"0001848275","ticker":"TOP","company_name":"TOP Financial Group Ltd","form":"8-K","filing_date":"2026-07-13","report_date":null,"primary_document":"ea0297568-8k_top.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1848275/000121390026077316/ea0297568-8k_top.htm"},"events":[{"id":17434,"run_id":15609,"accession_number":"0001213900-26-077316","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"TOP Financial Group completed a private placement on July 9, 2026, issuing 214,431,222 Class A ordinary shares and warrants to purchase 428,862,444 additional shares to non-U.S. investors under Regulation S, raising $80 million in gross proceeds. This substantially dilutive issuance increased outstanding Class A shares from 27.1 million to 247.9 million, materially affecting existing shareholders' ownership percentages and the company's capital structure.","company_name":"TOP Financial Group Ltd","ticker":"TOP","filing_date":"2026-07-13","form":"8-K","submitted_at":null,"items":[{"id":15902,"accession_number":"0001213900-26-077316","item_number":"3.02","item_title":", Unregistered Sales of Equity Securities","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"TOP Financial Group completed a private placement of 214,431,222 Class A ordinary shares and warrants to purchase 428,862,444 additional shares on July 9, 2026, raising $80 million in gross proceeds. The securities were sold to non-U.S. investors in reliance on Regulation S, an unregistered offering. This represents a substantial dilutive issuance that materially increases the company's share count and capital structure, directly affecting existing shareholders' ownership percentages.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-13T10:14:59.619007+00:00","company_name":"","ticker":null,"filing_date":""},{"id":15903,"accession_number":"0001213900-26-077316","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the closing of a private placement offering on July 9, 2026, in which TOP Financial Group issued 214,431,222 Class A ordinary shares and warrants to purchase 428,862,444 additional shares for $80 million in gross proceeds. This represents a substantial dilutive equity issuance that increased outstanding Class A shares from 27.1 million to 247.9 million post-financing, materially affecting the capital structure and ownership percentages of existing shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-13T10:14:59.619007+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":15902,"accession_number":"0001213900-26-077316","item_number":"3.02","item_title":", Unregistered Sales of Equity Securities","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"TOP Financial Group completed a private placement of 214,431,222 Class A ordinary shares and warrants to purchase 428,862,444 additional shares on July 9, 2026, raising $80 million in gross proceeds. The securities were sold to non-U.S. investors in reliance on Regulation S, an unregistered offering. This represents a substantial dilutive issuance that materially increases the company's share count and capital structure, directly affecting existing shareholders' ownership percentages.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-13T10:14:59.619007+00:00","company_name":"TOP Financial Group Ltd","ticker":"TOP","filing_date":"2026-07-13"},{"id":15903,"accession_number":"0001213900-26-077316","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the closing of a private placement offering on July 9, 2026, in which TOP Financial Group issued 214,431,222 Class A ordinary shares and warrants to purchase 428,862,444 additional shares for $80 million in gross proceeds. This represents a substantial dilutive equity issuance that increased outstanding Class A shares from 27.1 million to 247.9 million post-financing, materially affecting the capital structure and ownership percentages of existing shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-13T10:14:59.619007+00:00","company_name":"TOP Financial Group Ltd","ticker":"TOP","filing_date":"2026-07-13"}]}