UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2025
Commission File Number: 001-41407
TOP
FINANCIAL GROUP LIMITED
(Translation
of registrant’s name into English)
118 Connaught Road West
Room 1101
Hong Kong
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
On July 9, 2025, TOP Financial
Group Limited (the “Company”) and ZYNL (BVI) Limited (“ZYNL”), a subsidiary of the Company, entered into a Share
Purchase Agreement (the “Agreement”) with Zhong Yang Financial Services Limited (the “Target”) and the sole shareholder
of the Target (“Seller”). The Seller is a company incorporated under the laws of Hong Kong, of which a family member of Ms.
Junli Yang, the Chairwoman of the Board of Directors of the Company, and Ms. Yung Yung Lo, the Chief Financial Officer of the Company,
hold 71.50% and 8.30% equity interest, respectively. The Agreement was negotiated at arm’s length and has been approved by the Audit
Committee of the Board of Directors of the Company.
The Target is a company incorporated under the laws of Hong Kong and provides
financial and trust services in Hong Kong.
Pursuant to the Agreement,
Seller agreed to sell, convey, assign, transfer and deliver to ZYNL, and ZYNL agreed to purchase from Seller, 100% of the equity interest
in the Target for a total purchase price of HKD500,000 (approximately USD63,750). The closing of the transaction is conditioned upon completion
of due diligence reviews of the Target and any required regulatory approvals.
The foregoing description
of the Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement,
which is filed as Exhibit 10.1.
This report on Form 6-K
is incorporated by reference into the Company’s Registration Statement on Form F-3 initially filed with the Securities and
Exchange Commission on June 30, 2023 (Registration No. 333-273066), as amended.
Exhibit Index
| Exhibit No. |
|
Description |
| 10.1 |
|
Share Purchase Agreement, dated July 9, 2025 |
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 21, 2025 |
TOP FINANCIAL GROUP LIMITED |
| |
|
|
| |
By: |
/s/ Ka Fai Yuen |
| |
Name: |
Ka Fai Yuen |
| |
Title: |
Chief Executive Officer |
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