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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 8, 2026
TOP FINANCIAL GROUP LIMITED
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-41407 |
|
N/A |
| (State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
4201 Main Street, Suite 200,
Houston, Texas 77002
(Address of Principal Executive Offices) (Zip Code)
+1 (832) 680-5068
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed since
last report)
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:
| ☐ | 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 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Dean Huge as Independent Director
On October 8, 2026, the Board of Directors (the
“Board”) of TOP Financial Group Limited (the “Company”), upon the recommendation of the Nominating and Corporate
Governance Committee of the Board, increased the size of the Board from five to seven directors and appointed Mr. Dean Huge as an independent
director of the Company, effective October 8, 2026. Mr. Huge was also appointed as a member of each of the Audit Committee, the Compensation
Committee and the Nominating and Corporate Governance Committee of the Board.
Mr. Huge, age 70, has over 35 years of experience
in corporate finance, investment banking and executive leadership. Since June 2026, Mr. Huge has served as Chief Executive Officer and
a board member of Belgra Fintech Holdings Limited, and since May 2025 he has served as Chief Executive Officer and a board member of London
Gold LLC. From February 2022 to December 2024, he served as Chief Executive Officer of Innovation Beverage Group Limited (Nasdaq: IBG),
which he led through its initial public offering and listing on Nasdaq in 2024. From May 2017 to January 2022, he served as Chief Financial
Officer of Splash Beverage Group, Inc. (NYSE: SBEV), where he oversaw its SEC reporting and capital raising. Earlier in his career, Mr.
Huge served as Chief Executive Officer and Chief Financial Officer of D&H Energy Development, Interim Chief Financial Officer of Medi+Sure
Canada, Inc., Chief Financial Officer and a director of Discovery Gold Corporation, and in financial and operating roles at Catalyst Energy
Corporation and Bank Paribas. Mr. Huge holds a Bachelor of Science in Accounting and a Bachelor of Science in Finance from Southern Illinois
University.
The Board has determined that Mr. Huge is independent
within the meaning of Nasdaq Listing Rule 5605(a)(2) and Rule 10A-3 under the Securities Exchange Act of 1934, as amended.
In connection with his appointment, the Company
entered into an appointment letter with Mr. Huge dated October 5, 2026 (the “Appointment Letter”), pursuant to which Mr. Huge
will receive an annual fee of US$50,000, payable quarterly in arrears, and reimbursement of reasonable expenses. The Appointment Letter
may be terminated by either party on two months’ written notice. The foregoing description of the Appointment Letter is qualified
in its entirety by reference to the full text of the Appointment Letter, a copy of which is filed as Exhibit 10.1 to this Current Report
on Form 8-K and incorporated herein by reference.
Appointment of Yuli Yan as Executive Director
On October 8, 2026, the Board, upon the recommendation
of the Nominating and Corporate Governance Committee of the Board, appointed Ms. Yuli Yan as an executive director of the Company, effective
October 8, 2026. Ms. Yan is not an independent director.
Ms. Yan, age 40, has more than 15 years of experience
in business operations and executive management. Since 2021, Ms. Yan has served as Director of Business Operations of HexaGaN (Hexa Creation
Inc.), a U.S. semiconductor and artificial-intelligence technology company, overseeing its business operations, finance administration,
human resources and investor-relations support. From 2014 to 2017, Ms. Yan served as Research and Student Program Administrator at the
Ira A. Fulton Schools of Engineering, Arizona State University, and from 2010 to 2013 as Executive Assistant to the President of Zoyce
Inc. Ms. Yan holds a Master of Arts in Business Economics from the University of California, Santa Barbara and a Bachelor of Arts in Economics
from Nankai University.
Ms. Yan has not been appointed to any committee
of the Board.
In connection with the appointment, the Company
entered into an employment agreement with Ms. Yan dated October 8, 2026 (the “Employment Agreement”), pursuant to which Ms.
Yan will serve as Project Manager of TOP AI Inc., a Texas corporation and a subsidiary of the Company, for an initial term of one year,
automatically renewable for successive one-year terms unless either party gives three months’ prior written notice. Under the Employment
Agreement, Ms. Yan will receive an annual base salary of US$60,000, and will be eligible to participate in the Company’s share incentive
plan and standard employee benefit plans. The Employment Agreement contains customary confidentiality, invention-assignment, and one-year
post-employment non-competition and non-solicitation covenants. Ms. Yan will not receive additional compensation for service as a director.
The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement,
a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Other Disclosures
There is no arrangement or understanding between
either Mr. Huge or Ms. Yan and any other person pursuant to which he or she was selected as a director of the Company. There are no family
relationships between either of them and any director or executive officer of the Company. There are no transactions involving either
of them that would be required to be reported under Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Appointment Letter, dated October 5, 2026, between the Company and Dean Huge |
| 10.2 |
|
Employment Agreement, dated October 8, 2026, between the Company and Yuli Yan |
| 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 hereunto duly authorized.
| Date: October 9, 2026 |
|
| |
|
| TOP Financial Group Limited |
|
| |
|
|
| By: |
/s/ Hoi Ling Jennifer Tam |
|
| Name: |
Hoi Ling Jennifer Tam |
|
| Title: |
Co-Chief Executive Officer |
|
