UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form
11-K ☒ Form 10-Q
☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR
For Period Ended: June 30, 2026
☐ Transition Report on Form 10-K
☐ Transition Report on Form 20-F
☐ Transition Report on Form 11-K
☐ Transition Report on Form 10-Q
☐ Transition Report on Form N-SAR
For the Transition Period Ended: _____________
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Read Instructions (on back page) Before Preparing
Form. Please Print or Type.
Nothing in this form shall be construed
to imply that the Commission has verified any information contained herein. |
If the notification relates
to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A
PART I — REGISTRANT INFORMATION
TOP
FINANCIAL GROUP LIMITED
Full Name of Registrant
N/A
Former Name if Applicable
101 Cecil Street, #13-05 Tong Eng Building
Address of Principal Executive Office (Street and
Number)
Singapore 069533
City, State and Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report
could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
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(a) |
The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense; |
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(b) |
The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D,
or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
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(c) |
The accountant’s statement or other exhibit required by Rule
12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable
detail the reasons why the Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be
filed within the prescribed time period. (Attach extra sheets if needed).
TOP Financial Group Limited
(the “Registrant”) is unable to file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026 (the “Form
10-Q”) by the prescribed filing date without unreasonable effort or expense because the Registrant requires additional time to complete
and finalize its consolidated financial statements and related disclosures to be included in the Form 10-Q. The Registrant anticipates
that it will file the Form 10-Q no later than the fifth calendar day following the prescribed filing date.
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification |
| Ka Fai Yuen |
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+65 |
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6252-8998 |
| (Name) |
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(Area Code) |
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(Telephone Number) |
| (2) | Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒Yes ☐
No |
| (3) | Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report
or portion thereof? ☐ Yes ☒ No |
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| | | If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. |
TOP Financial Group
Limited
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its
behalf by the undersigned hereunto duly authorized.
| Date: August 17, 2026 |
By: |
/s/ Ka Fai Yuen |
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Name: |
Ka Fai Yuen |
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Chief Executive Officer |
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