TOP Financial Announces $5 Million Registered Direct Offering
February 12 2024 - 9:30AM
TOP Financial Group Limited (the "Company") (NASDAQ: TOP), a
fast-growing online brokerage firm located in Hong Kong
specializing in the trading of local and foreign equities, futures,
options products and other financial services, today announced that
it has entered into a definitive agreement with certain investor
for the purchase and sale of 2,000,000 ordinary shares together
with warrants to purchase up to 2,000,000 ordinary shares at a
combined purchase price of $2.50 per share and accompanying warrant
(together the “Securities”), pursuant to a registered direct
offering resulting in total gross proceeds of approximately $5
million before deducting placement agent commissions and other
estimated offering expenses. The warrants will have an exercise
price of $2.75, will be exercisable immediately after the date of
issuance and will expire three months following the initial
exercise date. The closing of the offering and sale of the
Securities is expected to occur on or about February 14, 2024,
subject to the satisfaction of customary closing conditions.
Univest Securities, LLC is acting as the sole placement agent
for the offering.
This offering is being made pursuant to an effective shelf
registration statement on Form F-3 (File No 333-273066) previously
filed with the U.S. Securities and Exchange Commission (the “SEC”).
A prospectus supplement describing the terms of the proposed
offering will be filed with the SEC and will be available on the
SEC’s website located at http://www.sec.gov. Electronic copies of
the prospectus supplement may be obtained, when available, from
Univest Securities, LLC at info@univest.us, or by calling +1
(212) 343-8888.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy these Securities, nor shall there
be any sale of these Securities in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such state or other jurisdiction.
About TOP Financial Group
Founded in Hong Kong, the Company, through its operating
subsidiaries, operates online brokerage platforms specializing in
the trading of local and foreign equities, futures, and options
products.
The trading platforms, which the operating subsidiaries license
from third parties enable its investors to trade on renowned stock
and futures exchanges around the world, including the Chicago
Mercantile Exchange (“CME”), Hong Kong Futures
Exchange (“HKFE”), The New York Mercantile
Exchange (“NYMEX”), The Chicago Board of
Trade (“CBOT”), The Commodity Exchange (“COMEX”), Eurex
Exchange (“EUREX”), ICE Clear Europe Limited (“ICEU”),
Singapore Exchange (“SGX”), Australia Securities Exchange
(“ASX”), Bursa Malaysia Derivatives Berhad (“BMD”), and
Osaka Exchange (OSE). The operating subsidiaries are licensed with
the Securities and Futures Commission of Hong
Kong ("HKSFC”) to carry out type 1 (dealing in securities),
type 2 (dealing in futures contracts) regulated activities, and are
licensed with the HKSFC to carry out type 4 (advising on
securities), type 5 (advising on futures contracts), and type 9
(asset management) regulated activities in Hong Kong. For more
information, please visit http://www.zyfgl.com/.
Forward-Looking Statement
This press release contains forward-looking statements as
defined by the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include statements concerning plans,
objectives, goals, strategies, future events or performance, and
underlying assumptions and other statements that are other than
statements of historical facts. When the Company uses words such as
"may, "will, "intend," "should," "believe," "expect," "anticipate,"
"project," "estimate" or similar expressions that do not relate
solely to historical matters, it is making forward-looking
statements. Forward-looking statements are not guarantees of future
performance and involve risks and uncertainties that may cause the
actual results to differ materially from the Company's expectations
discussed in the forward-looking statements. These statements are
subject to uncertainties and risks including, but not limited to,
the uncertainties related to market conditions and the completion
of the initial public offering on the anticipated terms or at all,
and other factors discussed in the “Risk Factors” section of the
registration statement filed with the SEC. For these reasons,
among others, investors are cautioned not to place undue reliance
upon any forward-looking statements in this press release.
Additional factors are discussed in the Company's filings with
the SEC, which are available for review at www.sec.gov.
The Company undertakes no obligation to publicly revise these
forward-looking statements to reflect events or circumstances that
arise after the date hereof.
For more information, please contact:
The Company:
IR Department
Email: IR@zyzq.com.hk
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