Form 8-K

8-K — TOP Financial Group Ltd

Accession: 0001213900-26-077316

Filed: 2026-07-13

Period: 2026-07-09

CIK: 0001848275

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

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0297568-8k_top.htm (Primary)

EX-99.1 — PRESS RELEASE DATED JULY 10, 2026 - TOP FINANCIAL GROUP LIMITED ANNOUNCES CLOSING OF PRIVATE PLACEMENT OFFERING AND UPDATE ON OUTSTANDING SHARES (ea029756801ex99-1.htm)

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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 9, 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 $0.001 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. ☐

EXPLANATORY NOTE

TOP Financial Group Limited (the “Company”)

is a “foreign private issuer” as defined in Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the “Exchange

Act”). Although the Company qualifies as a foreign private issuer and is therefore eligible to report on the forms and under the

rules available to foreign private issuers (including Form 6-K), the Company has elected to file this Current Report on Form 8-K, and

otherwise to report, under the forms and rules applicable to domestic U.S. registrants. The Company is making this filing voluntarily;

nothing in this Current Report on Form 8-K is intended to, or shall be deemed to, constitute a determination that the Company has ceased

to qualify as a foreign private issuer.

Item 3.02, Unregistered Sales of Equity Securities

As previously disclosed, on March 25, 2026, TOP

Financial Group Limited, a Cayman Islands exempted company (the “Company”) 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”) of the Company, with each Unit consisting of (i) one Class A ordinary share of the

Company, par value US$0.001 per share (“Class A Ordinary Share”), and (ii) two warrants, each to purchase one Class A ordinary

share of the Company (the “Warrants”), at a price per Unit of US$0.37308 (the “Offering”).

Each Warrant entitles the holder thereof to purchase one Class A Ordinary

Share at an exercise price per share equal to US$0.4477 (representing 120% of the per Unit purchase price), subject to adjustment upon

share splits and share combination. The Warrants are exercisable immediately upon issuance and will expire on the third (3rd) anniversary

of the date of issuance. The Warrants may be exercised on a cashless basis. The Class A Ordinary Shares issuable upon exercise of the

Warrants are subject to a lock-up period of six (6) months from the date of exercise.

The Offering 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 $80,000,000 before deducting offering expenses. The Company plans to use the net proceeds from this Offering

for general working capital and corporate purposes to support its ongoing business operations and long-term strategic liquidity initiatives.

No placement agent was engaged in connection with the Offering.

The securities were offered and sold by the Company

in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”),

pursuant to Regulation S promulgated thereunder. Each Purchaser represented to the Company, among other matters, that it is not a “U.S.

person” as defined in Rule 902 of Regulation S under the Securities Act, and that the Securities were acquired in an “offshore

transaction” as defined in Rule 902 of Regulation S under the Securities Act.

This report does not constitute an offer to sell,

or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer,

solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

Item 7.01. Regulation FD Disclosure.

On July 10, 2026, the Company issued a press release

entitled “TOP Financial Group Limited Announces Closing of Private Placement Offering and Update on Outstanding Shares”. A

copy of the press release is filed as Exhibit 99.1 to this Report on Form 6-K and is incorporated herein by reference.

The information in this report furnished pursuant

to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act

or otherwise subject to the liabilities of that section, unless the Company incorporates it by reference into a filing under the Securities

Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Description

99.1

Press Release dated July 10, 2026 - TOP Financial Group Limited Announces Closing of Private Placement Offering and Update on Outstanding Shares

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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: July 13, 2026

TOP Financial Group Limited

By:

/s/ Ka Fai Yuen

Name:

Ka Fai Yuen

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE DATED JULY 10, 2026 - TOP FINANCIAL GROUP LIMITED ANNOUNCES CLOSING OF PRIVATE PLACEMENT OFFERING AND UPDATE ON OUTSTANDING SHARES

EX-99.1

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Exhibit 99.1

TOP Financial Group Limited Announces

Closing of Private Placement Offering and Update on Outstanding Shares

SINGAPORE, July 10, 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 the successful closing of its previously disclosed private

placement offering on July 9, 2026.

Pursuant to the Securities Purchase Agreement

originally executed on March 25, 2026, the Company has issued 214,431,222 units at a purchase price of US$0.37308 per unit. Each unit

consists of:

● One

Class A ordinary share of the Company, par value US$0.001 per share.

● Two warrants, with each warrant entitling the holder to purchase one Class

A ordinary share.

The closing of the transaction resulted in

the issuance of 214,431,222 Class A ordinary shares and warrants to purchase up to an additional 428,862,444 Class A ordinary shares.

The Company has successfully raised $80,000,000 in gross proceeds before deducting offering expenses.

TOP intends to utilize the net proceeds from

this Offering for general working capital and corporate purposes to support its ongoing business operations and long-term strategic liquidity

initiatives.

Terms of the Warrants

The warrants are exercisable immediately upon

issuance at an exercise price of US$0.4477 per share, which represents 120% of the per-unit purchase price. They are subject to customary

adjustments for share splits or combinations, can be exercised on a cashless basis, and will expire on July 9, 2029 (the third anniversary

of the issuance date). Class A ordinary shares issued upon the exercise of these warrants will be subject to a strict six-months lock-up

period from their date of exercise.

Impact on Outstanding Shares and Capital

Structure

Prior to its recent financing initiatives,

the Company had 27,112,433 Class A ordinary shares and 10,000,000 Class B ordinary shares issued and outstanding. Following the closing

of the registered direct offering and the issuance of 6,441,012 Class A ordinary shares for gross proceeds of $2,940,000 on June 25, 2026

and the completion of this private placement of 214,431,221 Class A ordinary shares and accompanying warrants for gross proceeds of$80,000,000

, the Company currently has 247,984,676 Class A ordinary shares and 10,000,000 Class B ordinary shares issued and outstanding.

About TOP Financial Group

The Company, through its operating subsidiaries,

provide 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 the completion of the initial public offering on the anticipated terms or at all, and other factors discussed

in the “Risk Factors” section of the registration statement filed 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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