TOP Financial Group Ltd

Previous wording

The following discussion should be read in conjunction with the Company’s consolidated financial statements and notes thereto contained in this report.

Current wording

The following discussion should be read in conjunction with the Company’s unaudited condensed consolidated financial statements and notes thereto contained in this report.

Previous wording

We, through our Operating Subsidiaries, are an online provider of securities and futures trading services founded in Hong Kong by a group of experienced professionals and talents. Our goal is to become the preferred trading platform for Asian investors worldwide. We enable our customers 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”). We create value for our customers by providing reliable trading platforms, a user-friendly web and app interface, and 24-hour seamless customer support. Our Operating Subsidiaries generate revenues primarily by charging commission fees on futures transactions at a flat rate for each futures transaction contract and trading solution services fees charged at a fixed rate per transaction with a minimum monthly fee. Currently our customers are mainly high volume and frequency trading institutional and individual investors. We launched over-the-counter (OTC) derivatives business and loan business in the three months ended June 30, 2024. While we terminated OTC derivative business in the year of 2025 due to liquidation of brokers of such business in Hong Kong market. For the three months ended June 30, 2026 and 2025, we earned income of US$0.4 million and US$0.2 million from loan business, respectively.

Current wording

We, through our Operating Subsidiaries, are an online provider of securities and futures trading services founded in Hong Kong by a group of experienced professionals and talents. Our goal is to become the preferred trading platform for Asian investors worldwide. We enable our customers 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”). We create value for our customers by providing reliable trading platforms, a user-friendly web and app interface, and 24-hour seamless customer support. Our Operating Subsidiaries generate revenues primarily by charging commission fees on futures transactions at a flat rate for each futures transaction contract and trading solution services fees charged at a fixed rate per transaction with a minimum monthly fee. Currently our customers are mainly high volume and frequency trading institutional and individual investors.

Previous wording

We plan to keep our business growing by expanding our customer base to include retail investors of a wider range of wealth within the Asian communities across the globe, by increasing the products we offer to include securities and futures from a larger number of stock exchanges, and by offering services such as asset management, trust services, investor relations and marketing services, corporation and fund consultancy and contract for difference (“CFD”) products.

Current wording

We plan to keep our business growing by expanding our customer base to include retail investors of a wider range of wealth within the Asian communities across the globe, by increasing the products we offer to include securities and futures from a larger number of stock exchanges, by offering services such as asset management, trust services, investor relations and marketing services, corporation and fund consultancy and contract for difference (“CFD”) products and by blending enterprise-grade GPU compute infrastructure with localized AI software.

Previous wording

On March 25, 2026, we entered into the Securities Purchase Agreement (the “Securities Purchase Agreement”), with certain non-U.S. investors (each a “Purchaser”) relating to the issuance and sale of 214,431,222 units (“Units”), with each Unit consisting of (i) one Class A ordinary share, par value US$0.001 per share (“Class A Ordinary Share” and such shares, the “Shares”), and (ii) two warrants, each to purchase one Class A ordinary share (the “Warrants”), at a price per Unit of US$0.37308 (the “Offering”). On May 5, 2026, we entered into Supplement No. 1 (the “Supplement”) to the Securities Purchase Agreement. The private placement closed on July 9, 2026 and the Company issued 214,431,222 Class A Ordinary Shares and Warrants to purchase up to 428,862,444 Class A Ordinary Shares. The Company received gross proceeds in the amount of $80 million before deducting offering expenses. As of June 30, 2026, the Company received proceeds of $65.0 million advanced from investors. As of June 30, 2026, the Company recorded the amount in the account of “subscription fees advanced from shareholders”.

Current wording

On March 25, 2026, we entered into the Securities Purchase Agreement (the “Securities Purchase Agreement”), with certain non-U.S. investors (each a “Purchaser”) relating to the issuance and sale of 42,886,244 units (“Units”) (after giving effect to share consolidation at a ratio of 5-for-1 on August 3, 2026), with each Unit consisting of (i) one Class A ordinary share, par value US$0.005 per share (“Class A Ordinary Share” and such shares, the “Shares”), and (ii) two warrants, each to purchase one Class A ordinary share (the “Warrants”), at a price per Unit of US$1.8654 (after giving effect to share consolidation at a ratio of 5-for-1 on August 3, 2026) (the “Offering”). On May 5, 2026, we entered into Supplement No. 1 (the “Supplement”) to the Securities Purchase Agreement. The private placement closed on July 9, 2026 and the Company issued 42,886,244 Class A Ordinary Shares (after giving effect to share consolidation at a ratio of 5-for-1 on August 3, 2026) and Warrants to purchase up to 85,772,489 Class A Ordinary Shares (giving effect to share consolidation at a ratio of 1-for-5 effected in August 2026). The Company received gross proceeds in the amount of $80 million before deducting offering expenses. We received net proceeds of approximately $80.0 million from the private placement.

Previous wording

On June 19, 2026, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain investors (each, a “Purchaser”), pursuant to which we agreed to issue and sell to the Purchasers an aggregate of 1,288,203 Class A ordinary shares (giving effect to share consolidation at a ratio of 1-for-5 effected in August 2026), par value US$0.001 per share (the “Class A Ordinary Shares”), at a purchase price of US$2.2823 per share (giving effect to share consolidation at a ratio of 1-for-5 effected in August 2026), in a registered direct offering (the “Offering”), for aggregate gross proceeds of approximately US$2.9 million before deducting estimated offering expenses.

Current wording

On June 19, 2026, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain investors (each, a “Purchaser”), pursuant to which we agreed to issue and sell to the Purchasers an aggregate of 1,288,203 Class A ordinary shares (giving effect to share consolidation at a ratio of 1-for-5 effected in August 2026), par value US$0.005 per share (the “Class A Ordinary Shares”), at a purchase price of US$2.2823 per share (giving effect to share consolidation at a ratio of 1-for-5 effected in August 2026), in a registered direct offering (the “Offering”), for aggregate gross proceeds of approximately US$2.9 million before deducting estimated offering expenses.

Previous wording

On July 19, 2026, the Company entered into Warrant Amendment Agreements (the “Amendment Agreements”) with holders of certain warrants (the “Warrants”) to purchase up to 428,862,444 Class A ordinary share of the Company, par value US$0.001 per share (“Class A Ordinary Share”), issued on July 9, 2026 pursuant to certain securities purchase agreements dated March 25, 2026, as supplemented on May 5, 2026 (the “Agreement”), by and between the Company and certain non-U.S. investors. On July 20, 2026, the Company issued 360,534,431 Class A Ordinary Shares (the “Warrant Shares”) as a result of the exercise of the Warrants, as amended.

Current wording

On July 19, 2026, the Company entered into Warrant Amendment Agreements (the “Amendment Agreements”) with holders of certain warrants (the “Warrants”) to purchase up to 85,772,489 Class A ordinary share (giving effect to share consolidation at a ratio of 1-for-5 effected in August 2026) of the Company, par value US$0.005 per share (“Class A Ordinary Share”), issued on July 9, 2026 pursuant to certain securities purchase agreements dated March 25, 2026, as supplemented on May 5, 2026 (the “Agreement”), by and between the Company and certain non-U.S. investors. On July 20, 2026, the Company issued 72,106,886 Class A Ordinary Shares (giving effect to share consolidation at a ratio of 1-for-5 effected in August 2026) (the “Warrant Shares”) as a result of the exercise of the Warrants, as amended.

Previous wording

We consider customer churn rate to be an important indicator of our attractiveness to customers. Our total registered customer number increased from 355 as of March 31, 2025 to 711 as of March 31, 2026, and further increased to 734 as of June 30, 2026. In the three months ended June 30, 2025, we had 153 revenue-generating accounts in total, including 54 accounts for futures trading, 94 accounts for securities trading and 5 accounts for trading solution services. In the three months ended June 30, 2026, we had 1,153 revenue-generating accounts in total, including 53 accounts for futures trading, 1,100 accounts for securities trading and 0 accounts for trading solution services.

Current wording

We consider customer churn rate to be an important indicator of our attractiveness to customers. Our total registered customer number increased from 355 as of March 31, 2025 to 711 as of March 31, 2026, and further increased to 2371 As of September 30, 2026. In the six months ended September 30, 2025, we had 196 revenue-generating accounts in total, including 52 accounts for futures trading, 139 accounts for securities trading, and 5 accounts for trading solution services. In the six months ended September 30, 2026, we had 1193 revenue-generating accounts in total, including 53 accounts for futures trading, 1140 accounts for securities trading and 0 accounts for trading solution services.

Previous wording

Our top five customers accounted for 39% and 51% of our total revenues for the three months ended June 30, 2026 and 2025, respectively. Our customers are mainly sourced by referral through our shareholders’ expansive and expanding social and professional networks of high-net-worth individuals. Currently, we have not incurred significant spending on marketing activities. To expand our business, we aim to diversify our customer base by attracting smaller retail customers who we can charge higher commission rates. We expect to incur expenses in our promotional efforts through different online and offline media channels to increase the number of customer accounts, which can potentially lead to trading volume and revenues.

Current wording

Our top five customers accounted for 53% and 47% of our total revenues for the three months ended September 30, 2026 and 2025, respectively. Our top five customers accounted for 44% and 46% of our total revenues for the six months ended September 30, 2026 and 2025, respectively. Our customers are mainly sourced by referral through our shareholders’ expansive and expanding social and professional networks of high-net-worth individuals. Currently, we have not incurred significant spending on marketing activities. To expand our business, we aim to diversify our customer base by attracting smaller retail customers who we can charge higher commission rates. We expect to incur expenses in our promotional efforts through different online and offline media channels to increase the number of customer accounts, which can potentially lead to trading volume and revenues.

Previous wording

Winrich is a licensed money lending company governed by the Money Lenders Ordinance in Hong Kong to carrying on business as a money lender. Since September 5, 2023, Winrich has engaged in the money lending business. According to the Money Lenders Ordinance, customers shall enter into agreement with Winrich in person and provide their personal information for the “know your client” purposes, or KYC. Winrich disbursed loans to customers for a fixed period and charged interest from the customers. The principal and interest are repayable upon the maturity of the loans. We recognized interest income using straight-line method over loan period.

Current wording

Winrich is a licensed money lending company governed by the Money Lenders Ordinance in Hong Kong to carrying on business as a money lender. According to the Money Lenders Ordinance, customers shall enter into agreement with Winrich in person and provide their personal information for the “know your client” purposes, or KYC. Winrich disbursed loans to customers for a fixed period and charged interest from the customers. The principal and interest are repayable upon the maturity of the loans. We recognized interest income using straight-line method over loan period.

Previous wording

Our revenues consist of commissions, trading solution services and other service revenues, trading gains, interest income and others. The following table sets forth the breakdown of our total revenues, both in absolute amount and as a percentage of our total revenues, for the years indicated:

Current wording

Our revenues consist of AI service fees, commissions, trading solution services and other service revenues, trading gains, interest income and others. The following table sets forth the breakdown of our total revenues, both in absolute amount and as a percentage of our total revenues, for the years indicated:

Previous wording

Futures brokerage commissions represent commission income on futures broking that are charged at a fixed rate for each transaction our customers executed through our online trading platforms, all of which are under the consolidated accounts where the customer information is not disclosed to the third-party brokers. We receive commissions from customers and pay the execution and clearing fees to our clearing brokers. The fixed rates applied to the customers vary depending on the type of customer, the type of transaction, the trading method, and the trade volume from the particular customer. Commissions from futures broking make up for most of our revenues, at 15.3% and 47.9% of the total revenues for the three months ended June 30, 2026 and 2025, respectively.

Current wording

Futures brokerage commissions represent commission income on futures broking that are charged at a fixed rate for each transaction our customers executed through our online trading platforms, all of which are under the consolidated accounts where the customer information is not disclosed to the third-party brokers. We receive commissions from customers and pay the execution and clearing fees to our clearing brokers. The fixed rates applied to the customers vary depending on the type of customer, the type of transaction, the trading method, and the trade volume from the particular customer. Commissions from futures broking is a major component of our revenues, at 6.3% and 41.1% of the total revenues for the three months ended September 30, 2026 and 2025, respectively, and at 9.2% and 44.2% of the total revenues for the six months ended September 30, 2026 and 2025.

Previous wording

Virtual asset brokerage commissions represent commission income on virtual asset conversion from/into US dollar that are charged at a fixed rate for each transaction our customers executed through our online trading platforms, all of which are under the consolidated accounts where the customer information is not disclosed to the third-party broker. We receive commissions from customers. The virtual asset brokerage service cannot be cancelled once it has been executed and is not refundable, so returns and allowances are not applicable. Commissions are charged for each customer trade order executed. Commissions from virtual asset broking make up for most of our revenues at 6.9% of the total revenues for the three months ended June 30, 2026.

Current wording

Virtual asset brokerage commissions represent commission income on virtual asset conversion from/into US dollar that are charged at a fixed rate for each transaction our customers executed through our online trading platforms, all of which are under the consolidated accounts where the customer information is not disclosed to the third-party broker. We receive commissions from customers. The virtual asset brokerage service cannot be cancelled once it has been executed and is not refundable, so returns and allowances are not applicable. Commissions are charged for each customer trade order executed. Commissions from virtual asset broking make up for most of our revenues at 1.3% and 3.1% of the total revenues for the three and six months ended September 30, 2026, respectively.

Previous wording

Commencing in the year of 2021, we provided trading solution services to customers (including individuals, proprietary trading companies or brokerage companies) for their trading on derivatives, equity, CFD and financial products, through our internally developed proprietary investment management software. We provide a variety of functions suitable for front-end transaction executions and back-office settlement operations. We charge each customer a fixed amount of initial installation fee and the monthly service fee based on a fixed rate per transaction executed on the platform with a minimum monthly fee. Trading solution services fees accounted for nil and 11.2%, respectively, of total revenues during the three months ended June 30, 2026 and 2025.

Current wording

Commencing in the year of 2021, we provided trading solution services to customers (including individuals, proprietary trading companies or brokerage companies) for their trading on derivatives, equity, CFD and financial products, through our internally developed proprietary investment management software. We provide a variety of functions suitable for front-end transaction executions and back-office settlement operations. We charge each customer a fixed amount of initial installation fee and the monthly service fee based on a fixed rate per transaction executed on the platform with a minimum monthly fee. We did not generate trading solution services fees for the three and six months ended September 30, 2026. Trading solution services fees accounted for 7.2% and 9.1%, respectively, of total revenues during the three and six months ended September 30, 2025.

Previous wording

For the year ended March 31, 2024, we launched the loan business to third party customers. The business was approved by the Hong Kong Licensing Court under the Money Lenders Ordinance. The Company disbursed loans to customers for a fixed period and charged interests from the customers. The principal and interest are repayable upon the maturity of the loans. We recognized interest income using straight-line method over loan period. For the three months ended June 30, 2026 and 2025, we recognized interest income of US$0.4 million and US$0.2 million from loan business, accounting for 38.6% and 17.8% of total revenues, respectively.

Current wording

The Company disbursed loans to customers for a fixed period and charged interests from the customers. The principal and interest are repayable upon the maturity of the loans. We recognized interest income using straight-line method over loan period. For the three months ended September 30, 2026 and 2025, we recognized interest income of US$1.4 million and US$0.2 million from loan business, accounting for 62.7% and 15.5% of total revenues, respectively. For the six months ended September 30, 2026 and 2025, we recognized interest income of US$1.8 million and US$0.5 million from loan business, accounting for 54.8% and 16.5% of total revenues, respectively.

Previous wording

Other service revenues represent the revenues generated from rendering other financial services including securities brokerage, consulting services, and currency exchange services. We generally receive subscription fees calculated with reference to the amount subscribed by our clients of the structured products. For the three months ended June 30, 2026 and 2025, other service revenues accounted for 34.8% and 2.3% of total revenues, respectively.

Current wording

Other service revenues represent the revenues generated from rendering other financial services including securities brokerage, consulting services, and currency exchange services. We generally receive subscription fees calculated with reference to the amount subscribed by our clients of the structured products. For the three months ended September 30, 2026 and 2025, other service revenues accounted for 14.4% and 7.5% of total revenues, respectively. For the six months ended September 30, 2026 and 2025, other service revenues accounted for 21.1% and 5.1% of total revenues, respectively.

Previous wording

We began proprietary trading in US stocks since March 2020, and trading in HK stocks since January 2021. The trading (losses) gains mainly consist of realized and unrealized gains and losses from investment in US stocks, which are included in Securities owned, at fair value. Trading loss make up for negative 11.6% of total revenues for the three months ended June 30, 2026. Trading gains made up for 13.4% of total revenues for the three months ended June 30, 2025.

Current wording

The trading gains (losses) mainly consist of realized and unrealized gains and losses from investment in US and HK stocks, which are included in Securities owned, at fair value. Trading gains made up for 2.9% and 21.5% of total revenues for the three months ended September 30, 2026 and 2025, respectively. Trading losses make up for negative 1.8% and trading gains made up for 17.8% of total revenues for the six months ended September 30, 2026 and 2025, respectively.

Previous wording

During the three months ended June 30, 2026, the interest income was comprised of interest income of $0.2 million charged on our customer who traded HK & US stocks, interest income earned on deposits maintained with brokerage institutions, and interest income earned on bank deposits, including term deposits.

Current wording

During the three months ended September 30, 2025, the interest income was comprised of $0.1 million of interest income charged on our clients who traded US stocks and interests earned on bank deposits. During the six months ended September 30, 2025, the interest income was comprised of $0.2 million of interest income charged on our clients who traded US stocks and interests earned on bank deposits.

Previous wording

Commission expenses represent the fees we paid to our broker partners, when we place a client order to an exchange market through these partners. We expect that our commission expenses will increase in absolute amount as we expand our brokerage business and offer more products from securities and futures exchanges around the world. We place orders through broker partners except for orders to the Hong Kong Stock Exchange. Commission expenses accounted for 16.1% and 33.2% of our revenues for the three months ended June 30, 2026 and 2025, respectively.

Current wording

Commission expenses represent the fees we paid to our broker partners, when we place a client order to an exchange market through these partners. We expect that our commission expenses will increase in absolute amount as we expand our brokerage business and offer more products from securities and futures exchanges around the world. We place orders through broker partners except for orders to the Hong Kong Stock Exchange. Commission expenses accounted for 7.0% and 29.8% of our revenues for the three months ended September 30, 2026 and 2025, respectively. Commission expenses accounted for 10.0% and 31.4% of our revenues for the six months ended September 30, 2026 and 2025, respectively.

Previous wording

Compensation and benefits represent the salaries, performance based discretionary bonuses and contribution to retirement fund, and share-based compensation expenses to non-executive directors. Compensation and benefits expenses accounted for 53.0% and 32.5% of our revenues for the three months ended June 30, 2026 and 2025, respectively.

Current wording

Compensation and benefits represent the salaries, performance based discretionary bonuses and contribution to retirement fund, and share-based compensation expenses to non-executive directors. Compensation and benefits expenses accounted for 31.4% and 40.6% of our revenues for the three months ended September 30, 2026 and 2025, respectively. Compensation and benefits expenses accounted for 38.5% and 36.9% of our revenues for the six months ended September 30, 2026 and 2025, respectively.

Previous wording

Communications and technology expenses represent fees we paid for the use of third party electronic trading systems, including an online stock trading system, an online futures trading system, and another futures trading system that was a one-time incidental cost pursuant to a customer’s special request, as well as the outsourced trading solution support services. Communications and technology expenses accounted for 7.5% and 8.7% of our revenues for the three months ended June 30, 2026 and 2025, respectively.

Current wording

Communications and technology expenses represent fees we paid for the use of third party electronic trading systems, including an online stock trading system, an online futures trading system, and another futures trading system that was a one-time incidental cost pursuant to a customer’s special request, as well as the outsourced trading solution support services. Communications and technology expenses accounted for 4.3% and 7.9% of our revenues for the three months ended September 30, 2026 and 2025, respectively. Communications and technology expenses accounted for 5.3% and 8.3% of our revenues for the six months ended September 30, 2026 and 2025, respectively.

Previous wording

Occupancy expenses are the rental expenses we paid for our office premises, which accounted for around 39.4% and 1.9% of our revenues for the three months ended June 30, 2026 and 2025, respectively.

Current wording

Occupancy expenses are the rental expenses we paid for our office premises, which accounted for 10.7% and 3.1% of our revenues for the three months ended September 30, 2026 and 2025, respectively. Occupancy expenses are the rental expenses we paid for our office premises, which accounted for 20.1% and 2.6% of our revenues for the six months ended September 30, 2026 and 2025, respectively.

Previous wording

Travel and business development expenses include overseas and local travelling, and the entertainment expenses. Professional fees are mainly the service fees for auditing, consulting, legal, and other professional services which are needed during the ordinary course of our business operation. Other administrative expenses primarily consist of fees paid to the Stock Exchange of Hong Kong and Chicago Mercantile Exchange, business entertainment expenses, exchange difference, depreciation expense, finance costs and other miscellaneous expenses such as utilities. In the three months ended June 30, 2025, we also recorded the one-off expenses we compensated for the losses incurred by our OTC derivatives customers. All of these expenses accounted for 19.9% and 17.1% of our revenues for the three months ended June 30, 2026 and 2025, respectively.

Current wording

Travel and business development expenses include overseas and local travelling, and the entertainment expenses. Professional fees are mainly the service fees for auditing, consulting, legal, and other professional services which are needed during the ordinary course of our business operation. Other administrative expenses primarily consist of fees paid to the Stock Exchange of Hong Kong and Chicago Mercantile Exchange, business entertainment expenses, exchange difference, depreciation expense, finance costs and other miscellaneous expenses such as utilities. In the six months ended September 30, 2025, we also recorded the one-off expenses we compensated for the losses incurred by our OTC derivatives customers. All of these expenses accounted for 24.8% and 11.7% of our revenues for the three months ended September 30, 2026 and 2025, respectively. All of these expenses accounted for 23.1% and 14.2% of our revenues for the six months ended September 30, 2026 and 2025, respectively.

Previous wording

The following table sets forth a summary of our consolidated results of operations for the three months ended June 30, 2026 and 2025 as indicated. This information should be read together with our consolidated financial statements and related notes included elsewhere in this prospectus. The operating results in any period are not necessarily indicative of the results that may be expected for any future trends.

Current wording

The following table sets forth a summary of our consolidated results of operations for the three and six months ended September 30, 2026 and 2025 as indicated. This information should be read together with our consolidated financial statements and related notes included elsewhere in this prospectus. The operating results in any period are not necessarily indicative of the results that may be expected for any future trends.

Previous wording

Futures brokerage commissions – Futures brokerage commissions decreased by US$0.4 million, or 74.3% from US$0.6 million for the three months ended June 30, 2025 to US$0.2 million for the three months ended June 30, 2026. The decrease in futures brokerage commissions was caused by a decrease in futures contract volume on our platform from 0.39 million contracts for the three months ended June 30, 2025 to 0.12 million contracts for the three months ended June 30, 2026. This decrease was partially offset by an increase in the average commission rate per trade, which rose from US$2.76 for the three months ended June 30, 2025 to US$2.85 for the same period in 2026.

Current wording

Futures brokerage commissions – Futures brokerage commissions decreased by US$0.5 million, or 78.0% from US$0.6 million for the three months ended September 30, 2025 to US$0.1 million for the three months ended September 30, 2026. The decrease in futures brokerage commissions was caused by a decrease in futures contract volume on our platform from 0.4 million contracts for the three months ended September 30, 2025 to 0.1 million contracts for the three months ended September 30, 2026. This decrease was partially offset by an increase in the average commission rate per trade, which rose from US$2.61 for the three months ended September 30, 2025 to US$3.19 for the same period in 2026.

Previous wording

Trading solution services fees – Trading solution service fees decreased by 100.0% from US$0.2 million for the three months ended June 30, 2025 to US$nil for the three months ended June 30, 2026. The decrease was mainly because of decreased service demand from our customers due to underperforming condition in Hong Kong stock market. For the three months ended June 30, 2026 and 2025, the Company generated revenues of US$nil and US$0.2 million, respectively, from provision of trading solution services to 0 and 5 customers.

Current wording

Trading solution services fees – Trading solution service fees decreased by 100.0% from US$0.1 million for the three months ended September 30, 2025 to US$nil for the three months ended September 30, 2026. The decrease was mainly because of decreased service demand from our customers due to underperforming condition in Hong Kong stock market. For the three months ended September 30, 2026 and 2025, the Company generated revenues from provision of trading solution services to 0 and 5 customers, respectively.

Previous wording

Interest income from loan business – We launched loan business in the year of 2024. We recognized interest income from loan business, using straight-line method. For the three months ended June 30, 2026 and 2025, we recognized interest income of US$0.4 million and US$0.2 million from loan business, respectively. The increase in interest income is due to increase in outstanding weighted average loan balance during the year of 2026.

Current wording

Interest income from loan business – We recognized interest income from loan business, using straight-line method. For the three months ended September 30, 2026 and 2025, we recognized interest income of US$1.4 million and US$0.2 million from loan business, respectively. The increase in interest income is due to increase in outstanding weighted average loan balance during the three months ended September 30, 2026.

Previous wording

*Other service revenues –*Other service revenues increased by US$0.3 million in the three months ended June 30, 2026, as compared with that for the same period of 2025. The increase was primarily caused by an increase of securities brokerage of US$0.3 million.

Current wording

Other service revenues – Other service revenues increased by US$0.2 million in the three months ended September 30, 2026, as compared with that for the same period of 2025. The increase was primarily caused by an increase of securities brokerage of US$0.2 million.

Previous wording

Trading (loss) gains – Trading gains were firstly recognized as proprietary trading business started in March 2020. We had trading losses of US$0.1 million for the three months ended June 30, 2026 as compared to trading gains of US$0.2 million in the three months ended June 30, 2025, which was mainly driven by the fluctuating market condition of the US stock market.

Current wording

*Trading gains –*We had trading gains of US$0.1 million for the three months ended September 30, 2026 as compared to trading gains of US$0.3 million in the three months ended September 30, 2025, which was mainly driven by the fluctuating market condition of the US stock market.

Previous wording

Commission expenses – Commission expenses decreased from US$0.4 million for the three months ended June 30, 2025 to US$0.2 million for the three months ended June 30, 2026. The decrease in commission expenses was in line with the decrease in commission income for the three months ended June 30, 2026 and 2025.

Current wording

Commission expenses – Commission expenses decreased from US$0.5 million for the three months ended September 30, 2025 to US$0.2 million for the three months ended September 30, 2026. The decrease in commission expenses was in line with the decrease in commission income for the three months ended September 30, 2026 and 2025.

Previous wording

*Compensation and benefits –*Compensation and benefits increased by 31.6% from US$0.4 million in the three months ended June 30, 2025 to US$0.6 million in the three months ended June 30, 2026, which was mainly caused by increase of headcount as we employed more staff in our Australia and Singapore offices.

Current wording

*Compensation and benefits –*Compensation and benefits increased by 11.2% from US$0.6 million in the three months ended September 30, 2025 to US$0.7 million in the three months ended September 30, 2026, which was mainly caused by increase of headcount as we employed more staff in our Australia and Singapore offices.

Previous wording

*Occupancy –*Occupancy expenses increased by US$0.4 million from US$25,636 in the three months ended June 30, 2025 to US$0.4 million in the three months ended June 30, 2026. The increase was primarily because we relocated to a new office with higher rental fees.

Current wording

*Occupancy –*Occupancy expenses increased by US$0.2 million from US$47,653 in the three months ended September 30, 2025 to US$0.2 million in the three months ended September 30, 2026. The increase was primarily because we relocated to a new office with higher rental fees.

Previous wording

*Other administrative expenses –*Other administrative expenses decreased by 36.6% from US$0.2 million in the three months ended June 30, 2025 to US$0.1 million in the three months ended June 30, 2026. The decrease was primarily because we adopted costing saving policy in the Company.

Current wording

*Other administrative expenses –*Other administrative expenses increased by 58.1% from US$0.1 million in the three months ended September 30, 2025 to US$0.2 million in the three months ended September 30, 2026. The increase was primarily because we incurred increased administrative expenses for our new operating office.

Previous wording

As a result of the foregoing, we reported net loss of US$0.1 million and net income of US$0.1 million for the three months ended June 30, 2026 and 2025, respectively.

Current wording

As a result of the foregoing, we reported net income of US$0.3 million and US$0.1 million for the three months ended September 30, 2026 and 2025, respectively.

Previous wording

Total revenues decreased by 19.3% from US$1.3 million in three months ended June 30, 2025 to US$1.1 million in the three months ended June 30, 2026. The decrease was mainly driven by a decrease of US$0.5 million in futures brokerage commission, a decrease of US$0.2 million in trading solution service revenues and a change of US$0.3 million from trading gains to trading losses, partially offset by an increase of US$0.2 million in loan interest and an increase of US$0.3 million in other service revenues.

Current wording

Total revenues increased by 14.6% from US$2.9 million in six months ended September 30, 2025 to US$3.3 million in the six months ended September 30, 2026. The increase was mainly driven by an increase of US$0.2 million in revenue from AI services, an increase of US$1.3 million in loan interest and an increase of US$0.5 million in other service revenues, partially offset by a decrease of US$1.0 million in futures brokerage commission, a decrease of US$0.3 million in trading solution service revenues and a change of US$0.6 million from trading gains to trading losses.

Previous wording

Virtual asset brokerage commissions – Virtual asset brokerage commissions was US$0.1 million and US$nil for the three months ended June 30, 2026 and 2025, respectively. The increase in virtual asset brokerage commission was primarily because we just launched the business in the six months ended March 31, 2026.

Current wording

Virtual asset brokerage commissions – Virtual asset brokerage commissions was US$0.1 million and US$ nil for the six months ended September 30, 2026 and 2025, respectively. The increase in virtual asset brokerage commission was primarily because we just launched the business in the three months ended March 31, 2026.

Previous wording

We had a loss before income taxes of US$0.4 million and an income before income taxes US$0.1 million in the three months ended June 30, 2026 and 2025, respectively. Our operating margin was negative 35.9% and 6.4% in the three months ended June 30, 2026 and 2025, respectively.

Current wording

We had a loss before income taxes of US$0.1 million and an income before income taxes US$0.2 million in the six months ended September 30, 2026 and 2025, respectively. Our operating margin was negative 3.4% and 6.6% in the six months ended September 30, 2026 and 2025, respectively.

Previous wording

We had income tax benefits of US$0.3 million and US$nil for the three months ended June 30, 2026 and 2025, respectively. The increase in income tax benefits was primarily due to an increase in the onshore profit generated by ZYSL in the three months ended June 30, 2026.

Current wording

We had income tax benefits of US$0.3 million and US$nil for the six months ended September 30, 2026 and 2025, respectively. The increase in income tax benefits was primarily due to an increase in the onshore profit generated by ZYSL in the six months ended September 30, 2026.

Previous wording

The total balance of cash, cash equivalents and restricted cash increased from US$31.7 million as of March 31, 2026 to US$45.3 million as of June 30, 2026, primarily as a result of net cash of US$6.5 million provided by operating activities and net cash of US$7.3 million provided by investing activities.

Current wording

The total balance of cash, cash equivalents and restricted cash increased from US$31.7 million as of March 31, 2026 to US$33.9 million as of September 30, 2026, primarily as a result of net cash of US$4.7 million provided by investing activities, partially offset by net cash of US$2.4 million used in operating activities.

Previous wording

Receivables from broker-dealers and clearing organizations arise from the business of dealing in futures or investment securities. Broker-dealers will require balances to be placed with them in order to cover the positions taken by its customers, which are repayable on demand subsequent to settlement date. Clearing house receivables typically represent proceeds receivable on trades that have yet to settle and are usually collected within two days. Generally, our receivables from broker-dealers and clearing organizations change daily depending on various factors, including the trading volume in net buy/sell transactions, futures contracts, long/short position and frequency of transactions on each specific day. Our receivables from broker-dealers and clearing organizations decreased by 38% from US$32.5 million as of March 31, 2026 to US$20.3 million as of June 30, 2026, mainly due to such daily fluctuations.

Current wording

Receivables from broker-dealers and clearing organizations arise from the business of dealing in futures or investment securities. Broker-dealers will require balances to be placed with them in order to cover the positions taken by its customers, which are repayable on demand subsequent to settlement date. Clearing house receivables typically represent proceeds receivable on trades that have yet to settle and are usually collected within two days. Generally, our receivables from broker-dealers and clearing organizations change daily depending on various factors, including the trading volume in net buy/sell transactions, futures contracts, long/short position and frequency of transactions on each specific day. Our receivables from broker-dealers and clearing organizations decreased by 21.2% from US$32.5 million as of March 31, 2026 to US$25.7 million as of September 30, 2026, mainly due to such daily fluctuations.

Previous wording

Payables to customers represent payables related to the Company’s customer trading activities, which include the cash deposits received by the Company as requested by third party broker-dealers to place with them in order to cover the positions taken by its customers, clearing house payables due on pending trades and payable on demand, as well as the bank balances held on behalf of customers. Our payables to customers change daily depending on various factors, including the trading volume, net buy/sell transactions, futures contracts, long/short position and frequency of transactions on each specific day. The balances as of June 30, 26 increased by US$5.0 million from US$48.9 million as of March 31, 2026, which was primarily due to higher customer futures margin requirements and trading volume, with a secondary contribution from a notable rise in securities trading activities during the year.

Current wording

Payables to customers represent payables related to the Company’s customer trading activities, which include the cash deposits received by the Company as requested by third party broker-dealers to place with them in order to cover the positions taken by its customers, clearing house payables due on pending trades and payable on demand, as well as the bank balances held on behalf of customers. Our payables to customers change daily depending on various factors, including the trading volume, net buy/sell transactions, futures contracts, long/short position and frequency of transactions on each specific day. The balances as of September 30, 2026 increased by US$0.6 million from US$48.9 million as of March 31, 2026, which was primarily due to higher customer futures margin requirements and trading volume, with a secondary contribution from a notable rise in securities trading activities during the period.