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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):
November 3, 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
November 3, 2026, TOP Financial Group Limited, a Cayman Islands exempted company (the “Company”), issued a press release addressing
the recent unusual fluctuations in its stock price and providing updates on its strategic business developments. 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 Company’s planned Artificial Intelligence Research and Development
Center and its U.S. expansion strategy. 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 November 3, 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: November 3, 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 Addresses Recent Unusual Fluctuations in Stock Price
HOUSTON, Texas, Nov. 03, 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 issued a statement addressing the recent unusual fluctuations
in its stock price and provided updates on its strategic business developments.
The
Company confirmed that its business operations are progressing normally, and management remains fully focused on executing its established
strategy and driving long-term business growth. As of the time of this announcement, the Company is not aware of any material, undisclosed
corporate developments or information that would account for the recent volatility in its stock price. TOP will continue to strictly
adhere to all information disclosure requirements mandated by the U.S. Securities and Exchange Commission (SEC) and NASDAQ.
As
previously announced, the Company has established its global headquarters in Houston, Texas. Furthermore, TOP is actively planning to
establish a dedicated Artificial Intelligence (AI) Research and Development Center in Silicon Valley, California. The planned facility
is intended to bolster the Company's technological capabilities in financial technology (fintech), data analytics, and AI applications.
TOP
is progressively expanding its presence in the United States, driving the integration of traditional financial services with advanced
data analytics technologies. The Company develops and deploys advanced AI solutions designed to create scalable, technology-driven business
lines while directly supporting and optimizing its core fintech operations. Key areas of AI integration include online brokerage and
asset management, predictive risk assessment, wealth management and advisory, and investment banking workflow. These initiatives aim
to improve financial information processing efficiency, risk identification capabilities, and overall professional service standards.
"We
fully understand our investors' attention regarding the recent market fluctuations," stated Ms. Jennifer Hoi Ling Tam, Co-Chief
Executive Officer of TOP. "The long-term value of our company relies on our strategic execution, technological capabilities, and
our ability to consistently create value, rather than short-term stock performance. We will continue to push forward our U.S. localization
strategy, scale up our investments in technology R&D, and remain dedicated to building a robust, professional, and highly competitive
fintech business infrastructure."
The
Company will continue to provide timely updates to the market regarding material business developments in accordance with regulatory
requirements.
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 subsidiary, TOP Financial Pte Ltd, was established 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.
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. 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. 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.top500.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 risks and uncertainties, including,
but not limited to: the Company’s ability to establish the AI Research and Development Center and implement its U.S. expansion
strategy; the Company’s ability to identify, recruit and retain qualified personnel and advisors; laws and regulations applicable
to the Company’s business in the United States, Hong Kong, Singapore, Australia and other jurisdictions; the need to obtain licenses,
registrations or approvals that may not be granted; technological, cybersecurity and operational risks; the costs of these initiatives
and the Company’s ability to fund them; competition; general market conditions; and other factors discussed in the “Risk
Factors” section of the Company’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q 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