TOP Financial Group Limited

Item 3.02, Unregistered Sales of Equity Securities As previously disclosed, on March 25, 2026, TOP Financial Group Limited, a Cayman Islands exempted company (the “Company”) entered into the 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 (“Class A Ordinary Share”), 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 (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 Offering closed on July 9, 2026 and the Company issued 214,431,222 Class A Ordinary Shares and Warrants to purchase up to 428,862,444 Class A Ordinary Shares. The Company received gross proceeds in the amount of $80,000,000 before deducting offering expenses. The Company plans to use the net proceeds from this Offering for general working capital and corporate purposes to support its ongoing business operations and long-term strategic liquidity initiatives. No placement agent was engaged in connection with the Offering. 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. 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. Item 7.01. Regulation FD Disclosure. On July 10, 2026, the Company issued a press release entitled “TOP Financial Group Limited Announces Closing of Private Placement Offering and Update on Outstanding Shares”. A copy of the press release is filed as Exhibit 99.1 to this Report on Form 6-K and is incorporated herein by reference. The information in this report furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, unless the Company incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 7.01. Regulation FD Disclosure. On July 10, 2026, the Company issued a press release entitled “TOP Financial Group Limited Announces Closing of Private Placement Offering and Update on Outstanding Shares”. A copy of the press release is filed as Exhibit 99.1 to this Report on Form 6-K and is incorporated herein by reference. The information in this report furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, unless the Company incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.