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 March 2026
Commission File Number: 001-41407
TOP
Financial Group Limited
101 Cecil Street, #13-05
Tong Eng Building
Singapore 069533
(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 March 25, 2026, TOP Financial Group Limited, a Cayman Islands exempted
company (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with
certain non-U.S. investors (each a “Purchaser”) relating to the issuance and sale of 214,431,222 units (“Units”)
of the Company, with each Unit consisting of (i) one Class A ordinary share of the Company, par value US$0.001 per share (the “Shares”),
and (ii) two warrants, each to purchase one Class A ordinary share of the Company (the “Warrants”), at a price per Unit of
US$0.37308 (representing 60% of the closing price of the Company’s Class A ordinary shares on The Nasdaq Stock Market on the trading
day immediately preceding the Securities Purchase Agreement (the “Offering”).
Each Warrant entitles the holder thereof to purchase
one Class A ordinary share at an exercise price per share equal to US$0.4477 (representing 120% of the per Unit purchase price), subject
to adjustment upon share splits and share combination. The Warrants are exercisable immediately upon issuance and will expire on the third
(3rd) anniversary of the date of issuance. The Warrants may be exercised on a cashless basis. The Class A ordinary shares issuable upon
exercise of the Warrants are subject to a lock-up period of six (6) months from the date of exercise.
The Securities Purchase Agreement contains customary
representations, warranties and covenants by each of the parties. The closing of the Offering may occur in one or multiple closings within
two (2) months of the date of the Securities Purchase Agreement.
The Securities were offered and sold by the Company
in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”),
pursuant to Regulation S promulgated thereunder. Each Purchaser represented to the Company, among other matters, that it is not a “U.S.
person” as defined in Rule 902 of Regulation S under the Securities Act, and that the Securities were acquired in an “offshore
transaction” as defined in Rule 902 of Regulation S under the Securities Act.
Pursuant to the Securities Purchase Agreement,
each Purchaser has agreed not to sell, transfer or otherwise dispose of any of the Shares or Class A Ordinary Shares issuable pursuant
to the Warrants for a period of six (6) months from the applicable closing.
The Company expects to receive aggregate gross
proceeds of approximately US$80 million from the Offering. The Company intends to use the proceeds from the Offering for general working
capital purposes. No placement agent was engaged in connection with the Offering.
The foregoing summaries of the Securities Purchase
Agreement and the Warrants do not purport to be complete and are subject to, and qualified in their entirety by, such documents filed
as Exhibits 10.1 and 4.1 hereto and incorporated by reference herein. The representations, warranties and covenants contained in such
agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such
agreements and may be subject to limitations agreed upon by the contracting parties.
This report on Form 6-K contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical
fact contained in this report, including statements regarding the expected use of proceeds from the Offering and the expected closing
or closings of the Offering, are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties
and are based on current expectations, assumptions, estimates and projections about the Company and the industry. The Company undertakes
no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations,
except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are
reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results
may differ materially from the anticipated results.
This report does not constitute an offer to sell,
or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 4.1 |
|
Form of Warrant |
| 10.1 |
|
Form of Securities Purchase Agreement |
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: March 26, 2026 |
TOP Financial Group Limited |
| |
|
|
| |
By: |
/s/ Ka Fai Yuen |
| |
Name: |
Ka Fai Yuen |
| |
Title: |
Chief Executive Officer |
