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UNITED STATES
\nSECURITIES AND EXCHANGE COMMISSION
\nWashington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities\nExchange Act of 1934

Date of Report (Date of earliest event reported):\nOctober 16, 2026

TOP FINANCIAL GROUP LIMITED
\n(Exact name of registrant as specified in its charter)

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

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\narea code)

Securities registered pursuant to Section 12(b)\nof the Act:

\n \n \n \n \n \n \n \n \n \n \n \n \n

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\nfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General\nInstruction A.2. below):

\n \n \n \n

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

\n \n \n \n

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

\n \n \n \n

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

\n \n \n \n

☐	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\nis 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\nSecurities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check\nmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting\nstandards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On\nOctober 16, 2026, TOP Financial Group Limited, a Cayman Islands exempted company (the “Company”), issued a press release announcing\nits updated share capital structure, including the number of Class A ordinary shares and Class B ordinary shares outstanding and its estimated\npublic float. 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\ninto this Item 7.01.

The\ninformation contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished\nand shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange\nAct”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing\nunder the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such\nfiling.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT INDEX

\n \n \n \n \n \n \n \n \n \n \n \n \n

Exhibit No.		Description
99.1		Press Release, dated October 16, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities\nExchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Date: October 16, 2026	TOP Financial Group Limited

	By:	/s/ Jennifer H.L. Tam
	Name:	Jennifer H.L. Tam
	Title:	Co-Chief Executive Officer

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