Toppoint Holdings Inc美股招股说明书(2026-07-14版)

This prospectus relates to the resale by the selling stockholders named herein, including their transferees, assigns, pledgees or donees,or their respective successors (the “Selling Stockholders”), of up to 5,000,000 shares of our common stock, par value $0.0001 pershare (the “Common Stock”). The Selling Stockholders listed herein were the investors in a private placement by our company whichclosed on June 8, 2026. For information about the selling stockholders, see “Selling Stockholders.” The Selling Stockholders may sell or otherwise dispose of the shares of Common Stock described in this prospectus in a number ofdifferent ways and at varying prices. If any underwriters, dealers, or agents are involved in the sale of any of the shares of CommonStock, their names and any applicable purchase price, fee, commission, or discount arrangement between or among them will be setforth, or will be calculable from the information set forth, in any applicable prospectus supplement. We will pay the expenses incurredin registering under the Securities Act the offer and sale of the shares of Common Stock to which this prospectus relates by the SellingStockholder, including our legal and accounting fees. See the sections “About this Prospectus” on page ii and “Plan of Distribution” onpage 6 of this prospectus for more information. No shares of Common Stock may be sold without delivery of this prospectus and anyapplicable prospectus supplement describing the method and terms of the offering of such shares of Common Stock. You shouldcarefully read this prospectus and any applicable prospectus supplement before you invest in our securities. Our Common Stock is currently listed on the NYSE American LLC (the “NYSE American”) under the symbol “TOPP”. On July 13,2026, the last reported sale price of our Common Stock on NYSE American was $0.77. Investing in our securities involves risks. You should carefully review the risks described under the heading “Risk Factors”beginning on page 2 and in the documents which are incorporated by reference herein and contained in the applicableprospectus supplement before you invest in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is July 13, 2026. TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiPROSPECTUS SUMMARY1RISK FACTORS2THE OFFERING3USE OF PROCEEDS4SELLING STOCKHOLDERS4PLAN OF DISTRIBUTION6LEGAL MATTERS8EXPERTS8WHERE YOU CAN FIND MORE INFORMATION8INCORPORATION OF DOCUMENTS BY REFERENCE9 You should rely only on the information contained in this prospectus and any accompanying prospectus supplement orincorporated by reference in these documents. No dealer, salesperson or other person is authorized to give any information orto represent anything not contained or incorporated by reference in this prospectus or the accompanying prospectussupplement. If anyone provides you with different, inconsistent or unauthorized information or representations, you must notrely on them. This prospectus and any accompanying prospectus supplement are an offer to sell only the securities offered bythese documents, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained inthis prospectus or any prospectus supplement is current only as of the date on the front of those documents. ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission (the “SEC”). Byusing a shelf registration statement, the Selling Stockholders may, from time to time, sell up to 5,000,000 shares of common stock, inone or more offerings as described in this prospectus. In connection with the offer and sale of sell securities by the sellingsecurityholders, the Selling Stockholders may provide a prospectus supplement to this prospectus that contains specific informationabout the securities being offered and sold and the specific terms of that offering. The prospectus supplement also may add, update orchange information contained in this prospectus. You should read carefully both this prospectus, including the section entitled “RiskFactors,” and any prospectus supplement, together with the additional information described below under the headings “Where YouCan Find More Information” and “Incorporation of Documents by Reference”. In addition, this prospectus does not contain all the information provided in the registration statement that we filed with the SEC. Forfurther information, we refer you to the registration statement, including its exhibits. The registration statement can be read on theSEC’s website or at the SEC’s offices mentioned below under the heading “Where You Can Find More Information”. Statementscontained