Toppoint Holdings Inc.
For the period ended Dec 31, 2025. Filed Mar 25, 2026.
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FY2025 · Filed Mar 25, 2026
TOPP$0.11-5.3%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibit and Financial Statement Schedules
(a)List of Documents Filed as a Part of This Report:
(1)Index to Financial Statements:
| Page | |
| Report of Independent Registered Public Accounting Firm (PCAOB ID:7154) | F-2 |
|---|---|
| Report of Independent Registered Public Accounting Firm (PCAOB ID: 05854) | F-3 |
| Consolidated Balance Sheets as of December 31, 2025 and 2024 | F-4 |
| Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 | F-5 |
| Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2025 and 2024 | F-6 |
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 | F-7 |
| Notes to Consolidated Financial Statements | F-8 |
(2)Index to Financial Statement Schedules:
All schedules have been omitted because the required information is included in the financial statements or the notes thereto, or because it is not required.
(3)Index to Exhibits:
See exhibits listed under “—(b) Exhibits” below.
(b)Exhibits:
| Exhibit No. | Description |
| 3.1 | Articles of Incorporation of Toppoint Holdings Inc. (incorporated by reference to Exhibit 3.1 to the registration statement on Form S-1 filed on August 12, 2024) |
| 3.2 | Amended and Restated Bylaws of Toppoint Holdings Inc. (incorporated by reference to Exhibit 3.2 to the registration statement on Form S-1 filed on August 12, 2024) |
| 4.1 | Description of Securities Registered Pursuant to Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-K filed April 15, 2025) |
| 4.2 | Representative’s Warrants issued to A.G.P./Alliance Global Partners, dated January 23, 2025 (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K filed on January 23, 2025) |
| 10.1 | Share Exchange Agreement among the Registrant, Toppoint Inc and Hok C Chan, dated as of September 29, 2022 (incorporated by reference to Exhibit 10.1 to the registration statement on Form S-1 filed on August 12, 2024) |
| 10.2† | Employment Agreement between the Registrant and its Chief Executive Officer, dated July 23, 2024 (incorporated by reference to Exhibit 10.2 to the registration statement on Form S-1 filed on August 12, 2024) |
| 10.3† | Employment Agreement between the Registrant and its former Chief Financial Officer, dated July 23, 2024 (incorporated by reference to Exhibit 10.3 to the registration statement on Form S-1 filed on August 12, 2024) |
| 10.4 | Form of Independent Director Agreement between the Registrant and each independent director (incorporated by reference to Exhibit 10.4 to the registration statement on Form S-1 filed on August 12, 2024) |
| 10.5 | Form of Indemnification Agreement between the Registrant and its directors and executive officers (incorporated by reference to Exhibit 10.5 to the registration statement on Form S-1 filed on August 12, 2024) |
| 10.6† | Toppoint Holdings Inc. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.6 to the registration statement on Form S-1 filed on August 12, 2024) |
| 10.7† | Form of Stock Option Agreement for Toppoint Holdings Inc. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 to the registration statement on Form S-1 filed on August 12, 2024) |
| 10.8† | Form of Restricted Stock Award Agreement for Toppoint Holdings Inc. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.8 to the registration statement on Form S-1 filed on August 12, 2024) |
| 10.9 | Services Agreement by and between Toppoint Holdings Inc. and 4 John Trucking Inc., dated January 1, 2024 (incorporated by reference to Exhibit 10.9 to the registration statement on Form S-1 filed on August 12, 2024) |
| 10.10 | Parking License Agreement by and between Toppoint Inc and 87 Doremus Ave LLC, dated June 1, 2024 (incorporated by reference to Exhibit 10.11 to the registration statement on Form S-1 filed on August 12, 2024) |
| 10.11 | Residential Lease for Apartment or Unit in Multi-Family Rental Housing, by and between YU CHING SU and Toppoint Inc, dated October 1, 2022 (incorporated by reference to Exhibit 10.12 to the registration statement on Form S-1 filed on August 12, 2024) |
| 10.12 | Rescission Agreement, by and between Toppoint Holdings Inc. and 4 John Trucking Inc., dated February 28, 2024 (incorporated by reference to Exhibit 10.13 to the registration statement on Form S-1 filed on August 12, 2024) |
| 10.13 | Promissory Note of the registrant to Hok C Chan (incorporated by reference to Exhibit 10.14 to the registration statement on Form S-1 filed on August 12, 2024) |
| 10.14 | Underwriting Agreement, dated January 21, 2025, by and between Toppoint Holdings Inc. and A.G.P./Alliance Global Partners (as representative of the underwriters named therein) (incorporated by reference to Exhibit 1.1 to the current report on Form 8-K filed on January 23, 2025) |
| 10.15 | Commercial Lease Agreement, dated March 1, 2025, by and between Hok C Chan and Toppoint Inc. (incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K filed April 15, 2025) |
| 10.16 | Amended and Restated Loan Agreement dated April 7, 2025, by and between Toppoint Holdings Inc. and Golden Bridge Capital Management Limited (incorporated by reference to Exhibit 10.17 to the Annual Report on Form 10-K filed April 15, 2025) |
| 10.17†* | Cancellation Agreement dated as of September 25, 2025 between Toppoint Holdings Inc. and John Feliciano III |
| 10.18 | Share Purchase Agreement dated as of December 3, 2025 between Toppoint Holdings Inc., Inter Skyway Limited, and Hok C. Chan. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed December 3, 2025) |
| 10.19 | Share Purchase Agreement dated as of December 19, 2025 between Toppoint Holdings Inc., Bravion Global Limited, and Hok C. Chan. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed December 23, 2025) |
| 10.20* | Parking License Agreement by and between Toppoint Inc and 46-58 Albert Ave LLC, dated January 1, 2026 |
| 10.21 | Share Purchase Agreement dated as of January 27, 2026 between Toppoint Holdings Inc., Cullinan Investor Ltd., and Hok C. Chan. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed February 2, 2026) |
| 10.22† | Controller Employment Agreement, dated as of November 26, 2025, between Toppoint Holdings Inc. and Kah Loong Randy Yeo (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed December 3, 2025) |
| 10.23† | Interim Chief Financial Officer Employment Agreement, dated as of December 19, 2025, between Toppoint Holdings Inc. and Kah Loong Randy Yeo (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed December 23, 2025) |
| 14.1 | Code of Ethics and Business Conduct (incorporated by reference to Exhibit 14.1 to the registration statement on Form S-1 filed on August 12, 2024) |
| 16.1 | Letter from TAAD, LLP (incorporated by reference to Exhibit 16.1 to the Current Report on Form 8-K filed April 22, 2025) |
| 19 | Insider Trading Policy (incorporated by reference to Exhibit 19 to the annual report on Form 10-K filed on April 15, 2025) |
| 21.1* | List of Subsidiaries |
| 23.1* | Consent of TAAD, LLP |
| 23.2* | Consent of Golden Eagle CPAs LLC |
| 31.1* | Certification of Chief Executive Officer of Toppoint Holdings Inc., pursuant to Exchange Act Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2* | Certification of Chief Financial Officer of Toppoint Holdings Inc., pursuant to Exchange Act Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1** | Certification of Chief Executive Officer of Toppoint Holdings Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2** | Certification of Chief Financial Officer of Toppoint Holdings Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97 | Clawback Policy (incorporated by reference to Exhibit 99.7 to the registration statement on Form S-1 filed on August 12, 2024) |
| 99.1 | Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the registration statement on Form S-1 filed on August 12, 2024) |
| 99.2 | Compensation Committee Charter (incorporated by reference to Exhibit 99.2 to the registration statement on Form S-1 filed on August 12, 2024) |
| 99.3 | Nominating and Corporate Governance Committee Charter (incorporated by reference to Exhibit 99.3 to the registration statement on Form S-1 filed on August 12, 2024) |
| 101.INS* | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104* | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document). |
| † | Executive compensation plan or arrangement |
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| * | Filed herewith. |
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| ** | Furnished herewith |
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ITEM 16.
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