Form 8-K

8-K — TOP Financial Group Ltd

Accession: 0001213900-26-084900

Filed: 2026-08-04

Period: 2026-07-31

CIK: 0001848275

SIC: 6200 (SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0300481-8k_topfin.htm (Primary)

EX-99.1 — PRESS RELEASE, DATED AUGUST 4, 2026 (ea030048101ex99-1.htm)

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8-K — CURRENT REPORT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 31, 2026

TOP FINANCIAL GROUP LIMITED

(Exact name of registrant as specified in its charter)

Cayman Islands

001-41407

N/A

(State or Other Jurisdiction

(Commission File Number)

(I.R.S. Employer

of Incorporation)

Identification No.)

101 Cecil Street, #13-05

Tong Eng Building

Singapore 069533

(Address of Principal Executive Office) (Zip Code)

+65 6252 8998

(Registrant’s telephone number, including

area code)

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Ordinary Shares, par value $0.005 per share

TOP

The Nasdaq Stock Market LLC

(Nasdaq Capital Market)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

☐ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

July 31, 2026, the board of directors (the “Board”) of TOP Financial Group Limited, a Cayman Islands exempted company (the “Company”),

approved the establishment of a dedicated artificial intelligence development initiative (the “AI Initiative”), pursuant to

which the Company intends to develop and deploy artificial intelligence solutions to support, optimize and scale the Company’s core

financial business lines, including algorithmic trade order placement and execution, risk management, quantitative asset analysis, margin

financing models and automated customer support infrastructure. In connection with the AI Initiative, the Board authorized the Company’s

executive officers to allocate technical personnel, negotiate and execute strategic partnerships, secure specialized computing capacity

and evaluate potential acquisitions of financial technology assets, in each case subject to the Company’s corporate governance and

spending policies.

August 4, 2026, the Company issued a press release announcing the AI Initiative. A copy of the press release is furnished as Exhibit 99.1

to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.

The

information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished

and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing

under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such

filing.

This

Current Report on Form 8-K and Exhibit 99.1 furnished herewith contain forward-looking statements within the meaning of the Private Securities

Litigation Reform Act of 1995, including statements regarding the AI Initiative and the Company’s anticipated development, deployment

and integration of artificial intelligence solutions. These statements are based on current expectations and involve risks and uncertainties

that could cause actual results to differ materially, including those described in the Company’s filings with the Securities and

Exchange Commission. The Company undertakes no obligation to update any forward-looking statement, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press Release, dated August 4, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 4, 2026

TOP Financial Group Limited

By:

/s/ Ka Fai Yuen

Name:

Ka Fai Yuen

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE, DATED AUGUST 4, 2026

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Exhibit 99.1

TOP Financial Group Limited Announces Strategic Expansion to Launch

Artificial Intelligence Division and Integrate Advanced AI Across Core Brokerage and FinTech Operations

SINGAPORE, Aug. 04, 2026 (GLOBE NEWSWIRE) -- TOP Financial Group Limited (NASDAQ: TOP, “TOP”

or the “Company”), a fast-growing online brokerage firm specializing in local and foreign equities, futures, and options

products, today announced that its Board of Directors has approved a major strategic initiative to expand the use of artificial intelligence

(AI) across its core financial business. Under this new technical mandate, the Company will develop and deploy advanced AI solutions

designed to create scalable, technology-driven business lines while directly supporting and optimizing its core fintech operations.

The initiative positions TOP at the absolute forefront of the financial

technology industry’s digital transformation. By establishing a dedicated AI infrastructure, the Company plans to develop capabilities

in several technology areas, including AI Software and Hardware Development, Cloud and GPU Compute Infrastructure, AI Model Access and

Orchestration, Enterprise-Focused AI Agent Deployment.

Transforming Core Financial Operations

In parallel with exploring external commercial applications, TOP will

deeply embed tools across its core operational entities. The goal is to revolutionize the user experience, optimize administrative costs,

and enhance data reporting capabilities. Specific system integrations include Online Brokerage & Asset Management, Predictive Risk

Assessment, Wealth Management & Advisory, Investment Banking Workflow.

“This strategic expansion into artificial intelligence marks

a watershed moment for TOP Financial Group,” said Mr. Ka Fai Yuen, CEO of the Company. “By blending enterprise-grade GPU compute

infrastructure with localized AI software, we are not just upgrading our online brokerage tools; we are creating a scalable ecosystem.

It optimizes our operations, creates unparalleled efficiencies for our global clients, and establishes sustainable, long-term value for

our shareholders.”

To support this technical expansion, the Company may explore strategic

technology acquisitions to accelerate R&D and secure world-class engineering talent.

About TOP Financial Group

The Company, through its operating subsidiaries, provides diversified

services including online brokerage platforms specializing in the trading of local and foreign equities, futures, and options products,

assets and funds management services, trading solutions services, money lending services, trust services, investor relations and public

relations services.

The operating subsidiaries, Zhong Yang Securities Limited and Zhong

Yang Capital Limited are licensed with the Securities and Futures Commission of Hong Kong (“HKSFC”) to carry out type 1 (dealing

in securities), type 2 (dealing in futures contracts) regulated activities, and are licensed with the HKSFC to carry out type 4 (advising

on securities), type 5 (advising on futures contracts), and type 9 (asset management) regulated activities in Hong Kong. TOP completed

its acquisition of Australia licensed company TOP 500 Sec Pty Ltd. The subsidiary will be able to provide dealing services in derivatives

and foreign exchange contracts, and financial product advice for derivatives, foreign exchange contracts, debentures, stocks or bonds.

TOP established TOP Financial Pte Ltd under the laws of Singapore. The Singapore subsidiary acquired the CMS license from the Monetary

Authority of Singapore (“MAS”) to carry out regulated activities in Dealing in Capital Market. The operating subsidiary, WIN100

TECH Limited, is a Fintech development and IT support company. It provides trading solutions for clients trading on the world’s

major derivatives and stock exchanges. Winrich Finance Limited was formed under the laws of Hong Kong and is a licensed money lending

company governed by the Money Lenders Ordinance. Winrich Trust Limited was formed under the laws of the Hong Kong to provide trust services

to clients. TOP also completed its acquisition of Zhong Yang Financial Services Limited formed under the laws of Hong Kong to provide

investor relations and public relations services. The subsidiary is in the process of acquiring the TCSP license register with the Companies

Registry of Hong Kong. For more information, please visit http://www.zyfgl.com/.

Forward-Looking Statement

This press release contains forward-looking statements as defined by

the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals,

strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical

facts. When the Company uses words such as “may,” “will,” “intend,” “should,” “believe,”

“expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely

to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and

involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the

forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related

to market conditions and other factors discussed in the “Risk Factors” section of the Company’s most recent annual report

and other filings with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking

statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review

at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances

that arise after the date hereof.

For more information, please contact:

The Company:

IR Department

Email: IR@top500.com

Investor Relations:

ZYIR Limited

Ms. Choy Yuen Yin Clare, Director

Email: ZYIR@zyzq.com.hk

Phone: +852 3107-0732

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