Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Directors and Interim Chief Financial Officer

On April 10, 2026, Ms. Florence Ng resigned from her positions as a director and member of the committees of Board of Directors (the "Board") of Toppoint Holdings Inc. (the "Company"), effectively immediately. Ms. Ng's resignation was due to personal reasons and not because of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

On April 13, 2026, Ms. Tan Ying Lo resigned from her positions as a director and member of the Board, effectively immediately. Ms. Lo's resignation was due to personal reasons and not because of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

On April 13, 2026, Mr. Kah Loong Randy Yeo resigned from his positions as interim Chief Financial Officer, effectively immediately. Mr. Yeo's resignation was due to personal reasons and not because of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

Appointment of New Directors and Chief Financial Officer

On April 13, 2026, the Board elected Ms. Tianheng Li ("Ms. Li") as a new director, a member of the Audit Committee, the chair of the Compensation Committee and the chair of the Nominating and Corporate Governance Committee, of the Board, effective immediately, to fill the vacancies created by Ms. Lo's resignation. Ms. Li will be subject to reelection at the Company's next annual meeting of stockholders.

Mr. Tianheng Li has over 15 years of experience in communications, consulting, community engagement, digital commerce and international affairs. Since July 2024, Mr. Li has served as Founder and Chief Executive Officer of The Live Stream (TLS) Group Limited, where he leads company strategy and operations in training, consulting and digital commerce. Since January 2025, he has also served as Chief Executive Officer of JU Exchange, where he leads the company's brand positioning and supports growth initiatives across marketing, compliance, product and operations. Previously, Mr. Li served as an External Affairs Officer at the World Bank Group and as a Senior Consultant at CXG. Earlier in his career, he held communications and media roles at China Telecom and Shanghai United Media Group. Mr. Li received an Executive Master's Degree in Global Business from Saïd Business School, University of Oxford, and a Bachelor's Degree from East China Normal University.

Ms. Li will not receive compensation for her service as a director or member of Board committees before reelection at the Company's next annual meeting of stockholders.

On April 13, 2026, the Company and Ms. Li entered into an Independent Director Agreement (the "Independent Director Agreement"). Under the Independent Director Agreement, Ms. Li will receive cash compensation of nil per year and reimbursement of pre-approved reasonable business expenses incurred in connection with the performance of his duties. Mr. Li's appointment is contingent upon her satisfaction of applicable independence requirements. The agreement also contains customary provisions relating to confidentiality, insider trading compliance, non-disparagement, ownership and assignment of work product, and indemnification, and provides that either party may terminate the agreement upon 10 days' written notice. The foregoing summary of the Independent Director Agreement does not purport to be complete and is qualified in its entirety by reference to the Independent Director Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

On April 13, 2026, the Company entered into an indemnification agreement with Ms. Li. Under the agreement, the Company agrees to indemnify Ms. Li to the fullest extent permitted by Nevada law against certain liabilities and expenses incurred in connection with proceedings arising out of his or her service as a director or officer of the Company or, at the Company's request, another entity. The agreements also provide for advancement of expenses, subject to certain conditions, and contain customary exceptions and limitations on indemnification. The foregoing summary of the indemnification agreement does not purport to be complete and is qualified in its entirety by reference to the form of indemnification agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K.