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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):
October 14, 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.) |
4201 Main Street, Suite 200,
Houston, Texas 77002
(Address of Principal Executive Office) (Zip Code)
+1 (832) 680-5068
(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.
On
October 14, 2026, the Company issued a press release announcing the establishment of its global headquarters in the United States and
the restructuring of its Board of Directors. 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 phased relocation of the Company’s executive team to the United
States and the Company’s strategic initiatives. 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 October 14, 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: October 14, 2026 |
TOP Financial Group Limited |
| |
|
| |
By: |
/s/ Jennifer H.L. Tam |
| |
Name: |
Jennifer H.L. Tam |
| |
Title: |
Co-Chief Executive Officer |
Exhibit 99.1
TOP Financial Group Limited Establishes U.S. Headquarters and Restructures
Board of Directors
HOUSTON, Texas, Oct. 14, 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 establishment of its global headquarters in the United States.
Concurrently, the Company has executed a strategic corporate restructuring of its Board of Directors and senior executive leadership team,
as previously reported in its Current Reports on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”).
Establishment of U.S. Headquarters
Following its announcement on September 4, 2026, the Company has established
its primary corporate footprint and operational hub in Houston. TOP Financial Group Limited’s principal executive office is established
at 4201 Main Street, Suite 200, Houston, Texas 77002. The relocation of the Company’s executive team to the United States is being
implemented, and the Company’s local offices in other regions continue to operate. This relocation aligns the Company’s central
governance directly with its expanding North American operational footprint, strategic financial initiatives, and localized market opportunities.
Board of Directors Restructuring and Executive Leadership Appointments
In tandem with the geographic transition, the Board of Directors has
been restructured to better match its evolving international commercial directives. Under the guidance of the Nominating and Corporate
Governance Committee, the total size of the Board has been increased from five to seven directors.
As part of this corporate refresh, Ms. Jennifer Hoi Ling Tam has been
appointed as Co-Chief Executive Officer and Executive Director. In addition to Ms. Tam’s appointment, the corporate restructuring
includes the strategic additions of Mr. Dean Huge as an Independent Director and Ms. Yuli Yan as an Executive Director. This corporate
refresh brings a wealth of cross-border financial expertise and regulatory acumen to the Board, positioning the Board to lead the company’s
next phase of global expansion.
Global Board Director Citizenship Allocation
Reflecting its ongoing transition from its historical regional roots
toward a broader international structure, the geographic and citizenship composition of the Company’s 7-member Board of Directors
has diversified significantly. The allocation of board director citizenships by region is as follows:
The North American region now has the largest collective presence on
the Board, accounting for 85.7% of total representation. This allocation is led by the United States in the majority, alongside Canadian
and Saint Kitts and Nevis citizenship, providing localized oversight, financial governance, and strategic market expansion leadership.
The Europe region, representing the United Kingdom, accounts for the
remaining 14.3% of the Board’s composition. The UK citizen serves as one of the Company’s independent directors, supporting
strong international regulatory alignment and corporate governance adherence.
“The integration of our global headquarters into the Houston
ecosystem, combined with the appointment of the new directors, represents a monumental evolution for TOP,” stated the Chairwoman
Ms. Junli Yang. “By expanding our board and optimizing our governance diversity across key North American and international jurisdictions,
we are well positioned to capitalize on global liquidity while maximizing value for our stakeholders.”
About TOP Financial Group Limited
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. In addition, the Company has also entered into artificial intelligence (AI) business segments.
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 markets products. 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 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 has acquired the TCSP license registered with the Companies Registry
of Hong Kong. For more information, please visit http://www.zyfgl.com/.
Forward-Looking Statements
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 general market conditions, and other factors discussed in the “Risk Factors” section of the
Company’s Annual Report on Form 10-K 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:
Investor Relations:
ZYIR Limited
Ms. Choy Yuen Yin Clare, Director
IR Department
Email: IR@top500.com
