Toppoint Holdings Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On August 24, 2026

Notice is hereby given that an annual meeting of stockholders (the “Annual Meeting”) of Toppoint Holdings Inc., a Nevada corporation (the “Company”), will be held on August 24, 2026, at 10:00 a.m., Eastern Time, in a virtual meeting format, which will be conducted via live webcast. You may attend the Annual Meeting online, vote your shares electronically and submit questions atwww.virtualshareholdermeeting.com/TOPP2026.

The Annual Meeting will be held for the following purposes:

1. To approve, at the discretion of our Board of Directors (the “Board”), one or more reverse stock splits over the course of the next three years (each a “Reverse Stock Split”) with respect to our issued and outstanding common stock, par value $0.0001 per share (the “common stock”), including any common stock held by the Company as treasury shares, at any time prior to or on August 24, 2029, at a ratio of 1-for-2 to 1-for-900 (the “Range”) provided that the aggregate splits will not exceed 1-for-900, with the ratio within such Range to be determined at the discretion of our Board (or any of its delegated authorized persons) without further approval or authorization of our stockholders and included in a public announcement (such action is referred to herein as the “Reverse Stock Split” and such proposal is referred to herein as the “Reverse Stock Split Proposal” or “Proposal 1”);

2. To approve the reincorporation of the Company from the State of Nevada to the State of Delaware by conversion (such action is referred to herein as the “Delaware Reincorporation” and such proposal is referred to herein as the “Delaware Reincorporation Proposal” or “Proposal 2”);

3. To approve a proposal to amend our Articles of Incorporation, as amended (the “Articles of Incorporation”) to increase the number of authorized shares of our common stock, par value $0.0001 per share, from 300,000,000 to 1,000,000,000 shares (such proposal is referred to herein as the “Increase of Authorized Stock Proposal” or “Proposal 3”)

4. To approve a proposal to elect Hok C Chan, Pei Zhang, Chung Ming Bruce Hui, Anthony Kwong, and Christy Tarala to serve on the Company’s Board until the Company’s 2027 annual stockholders meeting and until their successors are duly elected and qualified (such proposal is referred to herein as the “Director Election Proposal” or “Proposal 4); and

5. To approve the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are insufficient votes to approve Proposals 1 through 4 (such proposal is referred to herein as the “Adjournment Proposal” or “Proposal 5”).

The foregoing items of business are more fully described in the proxy statement accompanying this Notice of Annual Meeting.

Our Board has established the close of business on August 7, 2026 as the “record date” for the Annual Meeting. This means that you are entitled to notice of, and to vote at, the Annual Meeting or any continuations, adjournments, and postponements thereof if our stock records show that you owned our common stock at that time.

In accordance with the rules of the Securities and Exchange Commission (the “SEC”), we have elected to provide our proxy materials to our stockholders using the “full set delivery option” in connection with the Annual Meeting, pursuant to Rule 14a-16(n) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, we are delivering to our stockholders paper copies of the accompanying proxy statement, our Annual Report on Form 10-K for the year ended December 31, 2025, and form of proxy card (collectively, the “Proxy Materials”)

by mail. In addition to delivery of the Proxy Materials to our stockholders, we will post the Proxy Materials on a publicly accessible website and provide information to our stockholders about how to access the website. The proxy statement is dated August 10, 2026 and is first being mailed to stockholders on or about August 10, 2026.

Please see the “Questions and Answers About the Annual Meeting and Voting” section of the proxy statement that accompanies this notice for more details regarding the logistics of the virtual Annual Meeting, including the ability of stockholders to submit questions during the Annual Meeting, and technical details and support related to accessing the virtual platform. There is no physical location for the Annual Meeting. You will not be able to attend the Annual Meeting in person.

Your vote is important. Whether or not you plan to attend the Annual Meeting virtually and vote your shares online, it is important that your shares be represented. You may vote over the Internet, via telephone or by mail. You are urged to vote in accordance with the instructions set forth in the Proxy Materials. We encourage you to vote by proxy so that your shares will be represented and voted at the Annual Meeting, whether or not you can attend. Submitting your vote via the Internet or by telephone or proxy card will not affect your right to vote online during the Annual Meeting. If your shares are held in “street name” (i.e., held for your account by a broker or other nominee), you will receive instructions from your broker or other nominee explaining how to vote your shares, and you will have the option to cast your vote by telephone or over the Internet if your voting instruction form from your broker or nominee includes instructions and a toll-free telephone number or Internet website to do so. In any event, to be sure that your vote will be received in time, please cast your vote by your choice of available means, at your earliest convenience.

After careful consideration of all relevant factors, the Board has determined that the Reverse Stock Split Proposal, Delaware Reincorporation Proposal, Increase of Authorized Stock Proposal, Director Election Proposal and Adjournment Proposal are advisable and recommends that you vote or give instruction to vote “FOR” each proposal.

Enclosed is the Proxy Statement containing detailed information concerning the Reverse Stock Split Proposal, Delaware Reincorporation Proposal, Increase of Authorized Stock Proposal, Director Election Proposal, Adjournment Proposal and the Annual Meeting. Whether or not you plan to attend the Annual Meeting, we urge you to read this material carefully and vote your shares.

On behalf of the Board and management, it is my pleasure to express our appreciation for your continued support.

By Order of the Board of Directors,

/s/ Hok C Chan

Hok C Chan

Chief Executive Officer and Director

North Wales, PA