Material Agreement, Management Change/Compensation (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Share Purchase Agreement

On December 19, 2025, Toppoint Holdings Inc. (the "Company") entered into a Share Purchase Agreement (the "SPA") with Bravion Global Limited, a British Virgin Islands entity (the "Buyer"), and Hok C. Chan, as seller ("Mr. Chan"). Mr. Chan is also the Company's Chief Executive Officer.

Pursuant to the SPA, Mr. Chan is selling an aggregate of 500,000 shares of the Company's common stock to the Buyer. Under the terms of the Agreement, the Company agreed to provide to the Buyer the right to purchase its pro rata portion of any new shares that the Company may from time to time propose to issue or sell to any Person.

The description above is qualified in its entirety by reference to the SPA, which is attached as Exhibit 10.1 hereto and incorporated into this Item 1.01 by reference.

Employment Agreement

On December 19, 2025, the Company entered into an Employment Agreement (the "Employment Agreement") with Kah Loong Randy Yeo ("Mr. Yeo"), pursuant to which Mr. Yeo was appointed as the Company's new interim Chief Financial Officer.

Pursuant to the Employment Agreement, the Company agreed to employ Mr. Yeo during the Term (defined below) in the position of interim Chief Financial Officer in which Mr. Yeo will have such duties and responsibilities to the Company as are customary for such a position in companies comparable to the Company and as are reasonably assigned, delegated and determined from time to time by the Company's CEO and as agreed to by Mr. Yeo. The Term of the Employment Agreement began on December 19, 2025, and will run until such Employment Agreement is terminated by the Company upon fifteen days' written notice to Mr. Yeo. Mr. Yeo will receive a base salary for all services to be rendered under the Employment Agreement at the rate of $5,000 per month. Mr. Yeo will receive standard employee benefits, and is eligible to receive bonuses and awards pursuant to the Company's 2022 Equity Incentive Plan.

Except as otherwise disclosed in this current report, there are no arrangements or understandings between Mr. Yeo, on the one hand, and any other person, on the other hand, pursuant to which he was selected as the interim Chief Financial Officer of the Company. Additionally, there are no family relationships between Mr. Yeo, on the one hand, and any director or officer of the Company, on the other hand, or any other related party transaction of the Company involving Mr. Yeo that would require disclosure under Item 404(a) of Regulation S-K.

The description above is qualified in its entirety by reference to the Employment Agreement, which is attached as Exhibit 10.2 hereto and incorporated into this Item 1.01 by reference

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

Appointment of New Interim Chief Financial Officer

In connection with Mr. Yeo's appointment, as discussed above in Item 1.01 of this Current Report on Form 8-K, on December 19, 2025, the Company and Mr. Yeo entered into the Employment Agreement. Mr. Yeo previously was appointed as the Company's Controller on November 26, 2025. His appointment as interim Chief Financial Officer was made in connection with the previously announced resignation of John Feliciano III as the Company's Chief Financial Officer on December 15, 2025.

Mr. Yeo, 50, is an accomplished finance executive with over 20 years of experience in public accounting, investment banking, asset management, and financial technology. He has led financial operations, accounting, and strategic growth for investment funds, fintech startups, and hedge funds. On October 20, 2025, Mr. Yeo was appointed as a member of the Board of Directors of LQR House Inc., a Nevada corporation ("LQR"). At that time, Mr. Yeo was also appointed as the chairman of the Nominating and Corporate Governance Committee, a member of the Compensation Committee and a member of the Audit Committee of LQR. From 2021 to 2024, Mr. Yeo served as Chief Financial Officer, Chief Compliance Officer, and Head of Operations at Chiral Global Investors L.P., where he established and managed an institutional-quality asset management fund and implemented financial strategies that enhanced reporting transparency and operational scalability. Prior to that, he was U.S. Senior Controller at Riskfield Inc., where he helped guide the company through a $300 million IPO and streamlined cross-border financial operations. Mr. Yeo previously served as Chief Financial Officer and Head of Financial Control & Accounting at CITIC Securities International USA, LLC, overseeing financial reporting, forecasting, and investor relations. Earlier in his career, he held finance leadership roles at Direct Markets Holdings Corp., focusing on compliance, M&A integrations, and finance transformation initiatives. Mr. Yeo holds a Bachelor of Commerce in Accounting and Management Information Systems from Deakin University (Australia) and an MBA in Accounting from Maharishi University.