As filed with the U.S. Securities and Exchange
Commission on September 29, 2023
Registration
No. 333-273066
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
AMENDMENT NO. 4 TO
FORM
F-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TOP
Financial Group Limited
(Exact
name of registrant as specified in its charter)
Cayman
Islands |
|
N/A |
|
Not
Applicable |
(State or other jurisdiction |
|
(Translation of Registrant’s
Name |
|
(I.R.S. Employer |
of incorporation or organization) |
|
into English) |
|
Identification No.) |
118
Connaught Road West
Room
1101
Hong
Kong
T:
+852-3107-0731
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Cogency
Global Inc.
122 East 42nd Street, 18th
Floor
New
York, NY 10168
(Name,
address including zip code, and telephone number, including area code, of agent for service)
Copies
to:
William
S. Rosenstadt, Esq.
Mengyi
“Jason” Ye, Esq.
Yarona
L. Yieh, Esq.
Ortoli
Rosenstadt LLP
366 Madison Avenue, 3rd Floor
New
York, NY 10017
+1-212-588-0022
– telephone
+1-212-826-9307
– facsimile
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement as determined
by the registrant.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box: ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging
growth company ☒
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☐
† | The
term “new or revised financial accounting standard” refers to any update issued
by the Financial Accounting Standards Board to its Accounting Standards Codification after
April 5, 2012. |
The
Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date
as the Commission, acting pursuant to said Section 8(a), may determine.
The information in this
preliminary prospectus is not complete and may be changed. The securities may not be sold until the registration statement filed with
the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not
soliciting offers to buy these securities in any state where the offer or sale is not permitted.
PRELIMINARY PROSPECTUS |
SUBJECT
TO COMPLETION |
DATED
SEPTEMBER 29, 2023 |
TOP
Financial Group Limited
$300,000,000
Ordinary
Shares
Share
Purchase Contracts
Share
Purchase Units
Warrants
Debt
Securities
Rights
Units
We
may offer, from time to time, in one or more offerings, ordinary shares, share purchase contracts, share purchase units, warrants, debt
securities, rights or units, which we collectively refer to as the “securities”. The aggregate initial offering price of
the securities that we may offer and sell under this prospectus will not exceed $300,000,000.
We
may offer and sell any combination of the securities described in this prospectus in different series, at times, in amounts, at prices
and on terms to be determined at, or prior to, the time of each offering. This prospectus describes the general terms of these securities
and the general manner in which these securities will be offered. We will provide the specific terms of these securities in supplements
to this prospectus. The prospectus supplements will also describe the specific manner in which these securities will be offered and may
also supplement, update or amend information contained in this prospectus. This prospectus may not be used to consummate a sale of securities
unless accompanied by the applicable prospectus supplement. You should read this prospectus and any applicable prospectus supplement
before you invest.
We
may offer and sell the securities from time to time at fixed prices, at market prices, or at negotiated prices, to or through underwriters,
to other purchasers, through agents, or through a combination of these methods. If any underwriters are involved in the sale of any securities
with respect to which this prospectus is being delivered, the names of such underwriters and any applicable commissions or discounts
will be set forth in a prospectus supplement. The offering price of such securities and the net proceeds we expect to receive from such
sale will also be set forth in a prospectus supplement. See “Plan of Distribution” elsewhere in this prospectus for a more
complete description of the ways in which the securities may be sold.
Our ordinary shares are traded on the Nasdaq
Capital Market under the symbol “TOP”. On September 20, 2023, the closing price of our ordinary shares as reported by the
Nasdaq Capital Market was $5.41. During the year immediately prior to the date of this prospectus, the high and low closing prices were
US$108.21 and US$3.55 per ordinary share, respectively. We have recently experienced price volatility in our stock. See related risk
factors in the “Risk Factors” section of this prospectus and as set forth in our most recent annual report on Form 20-F.
The
aggregate market value of our outstanding ordinary shares held by non-affiliates or public
float, as of the date of this prospectus, was approximately $87,400,000, which was calculated based on 5,000,000 ordinary
shares held by non-affiliates and the per share price of $17.48, which was the closing price of our ordinary shares on Nasdaq on
May 4, 2023.
Unless
otherwise specified in an applicable prospectus supplement, our share purchase contracts, share purchase units, warrants, debt securities,
rights and units will not be listed on any securities or stock exchange or on any automated dealer quotation system.
This
prospectus may not be used to offer or sell our securities unless accompanied by a prospectus supplement. The information contained or
incorporated in this prospectus or in any prospectus supplement is accurate only as of the date of this prospectus, or such prospectus
supplement, as applicable, regardless of the time of delivery of this prospectus or any sale of our securities.
Investing
in our securities being offered pursuant to this prospectus involves a high degree of risk. You should carefully read and consider the
‘‘Risk Factors’’ section of this prospectus, and risk factors set forth
in our most recent annual report on Form 20-F, in other reports incorporated herein by reference, and in the applicable prospectus
supplement before you make your investment decision.
Neither
the Securities and Exchange Commission, the Cayman Islands Monetary Authority, nor any state securities commission has approved or disapproved
of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is , 2023
TABLE
OF CONTENTS
You
should rely only on the information contained or incorporated by reference in this prospectus or any prospectus supplement. We have not
authorized any person to provide you with different or additional information. If anyone provides you with different or inconsistent
information, you should not rely on it. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy
securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus
or any prospectus supplement, as well as information we have previously filed with the SEC and incorporated by reference, is accurate
as of the date on the front of those documents only. Our business, financial condition, results of operations and prospects may have
changed since those dates.
ABOUT
THIS PROSPECTUS
This
prospectus is a part of a registration statement that we have filed with the SEC utilizing a “shelf” registration process.
Under this shelf registration process, we may sell any combination of the securities described in this prospectus in one or more offerings
up to an aggregate offering price of $300,000,000.
Each
time we sell securities, we will provide a supplement to this prospectus that contains specific information about the securities being
offered and the specific terms of that offering. The supplement may also add, update or change information contained in this prospectus.
If there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the prospectus
supplement.
We
may offer and sell securities to, or through, underwriting syndicates or dealers, through agents or directly to purchasers.
The
prospectus supplement for each offering of securities will describe in detail the plan of distribution for that offering.
In
connection with any offering of securities (unless otherwise specified in a prospectus supplement), the underwriters or agents may over-allot
or effect transactions which stabilize or maintain the market price of the securities offered at a higher level than that which might
exist in the open market. Such transactions, if commenced, may be interrupted or discontinued at any time. See “Plan of Distribution.”
Please
carefully read both this prospectus and any prospectus supplement together with the documents incorporated herein by reference under
“Incorporation of Documents by Reference” and the additional information described below under “Where You Can Get More
Information.”
Prospective
investors should be aware that the acquisition of the securities described herein may have tax consequences. You should read the tax
discussion contained in the applicable prospectus supplement and consult your tax advisor with respect to your own particular circumstances.
You
should rely only on the information contained or incorporated by reference in this prospectus and any prospectus supplement. We have
not authorized anyone to provide you with different information. The distribution or possession of this prospectus in or from certain
jurisdictions may be restricted by law. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy
these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified
to do so or to any person to whom it is not permitted to make such offer or sale. The information contained in this prospectus is accurate
only as of the date of this prospectus and any information incorporated by reference is accurate as of the date of the applicable document
incorporated by reference, regardless of the time of delivery of this prospectus or of any sale of the securities. Our business, financial
condition, results of operations and prospects may have changed since those dates.
COMMONLY
USED DEFINED TERMS
Unless
otherwise indicated or the context requires otherwise, references in this prospectus to:
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“Asian
investors” refers to the Asian population around the globe. |
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“China”
or “PRC” refers to the People’s Republic of China, excluding, for the purpose of this annual report only, Taiwan; |
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“Controlling
Shareholder” refers to Zhong Yang Holdings (BVI) Limited; |
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“HK$”
or “Hong Kong dollars” refers to the legal currency of Hong Kong; |
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“HKSFC”
refers to the Securities and Futures Commission of Hong Kong; |
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“HKSFO”
refers to the Securities and Futures Ordinance (Cap. 571) of Hong Kong; |
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“Hong
Kong” refers to Hong Kong Special Administrative Region of the People’s Republic of China; |
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“Operating Subsidiaries”
refers to WIN100 TECH, WIN100 WEALTH, ZYCL and ZYSL; |
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● |
“Predecessor Parent
Company” or “ZYHL” refers to Zhong Yang Holdings Limited, a company with limited liability under the laws of Hong
Kong. |
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● |
“SEC” refers
to the United States Securities and Exchange Commission; |
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“SEHK” refers
to the Stock Exchange of Hong Kong Limited; |
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“TFGL”, “TOP”,
the “Company”, “we,” “us,” “or “our” refers to TOP Financial Group Limited,
a Cayman Islands exempted company, and, in the context of describing its operation and business, its subsidiaries; |
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● |
“TOP 500” refers
to TOP 500 SEC PTY LTD, a company formed under the laws of Australia; |
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“TOP ASSET MANAGEMENT”
refers to TOP ASSET MANAGEMENT PTE.LTD., a company formed under the laws of Singapore; |
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“TOP FINANCIAL”
refers to TOP FINANCIAL PTE.LTD., a company formed under the laws of Singapore; |
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“US$” or “U.S.
dollars” refers to the legal currency of the United States; |
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“WIN100 TECH”
refers to WIN100 TECH Limited, a company incorporated under the laws of British Virgin Islands. |
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“WIN100 WEALTH”
refers to WIN100 WEALTH LIMITED, a company incorporated under the laws of the British Virgin Islands; |
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“Winrich” refers
to Winrich Finance Limited, a company incorporated under the laws of the Hong Kong; |
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“ZYAL BVI”
refers to ZYAL (BVI) Limited, a company incorporated under the laws of British Virgin Islands. |
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“ZYCL” refers
to Zhong Yang Capital Limited, a company with limited liability under the laws of Hong Kong. |
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“ZYCL BVI”
refers to ZYCL (BVI) Limited, a company incorporated under the laws of British Virgin Islands. |
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“ZYFL (BVI)”
refers to ZYFL (BVI) Limited, a company incorporated under the laws of the British Virgin Islands; |
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“ZYIL (BVI)”
refers to ZYIL (BVI) Limited, a company incorporated under the laws of the British Virgin Islands; |
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“ZYNL (BVI)”
refers to ZYNL (BVI) Limited, a company incorporated under the laws of British Virgin Islands. |
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“ZYPL (BVI)”
refers to ZYPL (BVI) Limited, a company incorporated under the laws of British Virgin Islands. |
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“ZYSL” refers
to Zhong Yang Securities Limited, a company with limited liability under the laws of Hong Kong. |
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“ZYSL (BVI)”
refers to ZYSL (BVI) Limited, a company incorporated under the laws of British Virgin Islands. |
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“ZYTL (BVI)”
refers to ZYTL (BVI) Limited, a company incorporated under the laws of British Virgin Islands. |
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“ZYXL (BVI)”
refers to ZYXL (BVI) Limited, a company incorporated under the laws of British Virgin Islands. |
SPECIAL
NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus contains forward-looking statements. All statements contained in this prospectus other than statements of historical fact,
including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives
for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,”
“continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to
identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections
about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term
and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks,
uncertainties and assumptions, including the factors described under the section titled “Risk Factors” in this prospectus
and in the documents incorporated by reference herein and under a similar heading in any applicable prospectus supplement. Moreover,
we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management
to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of
these risks, uncertainties and assumptions, the future events and trends discussed in this prospectus may not occur and actual results
could differ materially and adversely from those anticipated or implied in the forward-looking statements.
You
should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking
statements may not be achieved or occur. Although we believe that the expectations reflected in the forward- looking statements are reasonable,
we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, we undertake
no duty to update any of these forward-looking statements after the date of this prospectus or to conform these statements to actual
results or revised expectations.
PROSPECTUS
SUMMARY
Corporate
History and Structure
The following
diagram illustrates our corporate structure:
![](https://www.sec.gov/Archives/edgar/data/1848275/000121390023080910/image_001.jpg)
Holding
Company Structure
TFGL
is a holding company incorporated in the Cayman Islands with no material operations of its own. We conduct our operations primarily in
Hong Kong through our subsidiaries in Hong Kong. Investors in our ordinary shares are purchasing equity securities of TFGL, the Cayman
Islands holding company, instead of shares of our Operating Subsidiaries in Hong Kong. Investors in our ordinary shares should be aware
that they may never directly hold equity interests in our Operating Subsidiaries.
As
a result of our corporate structure, TFGL’s ability to pay dividends may depend upon dividends paid by our Operating Subsidiaries.
If our existing Operating Subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing
their debt may restrict their ability to pay dividends to us.
Our
Subsidiaries and Business Functions
ZYSL
(BVI) was formed as the investment holding company of ZYSL under the laws of the British Virgin Islands on August 29, 2019 as part of
the reorganization. It does not engage in any material operation. It is a direct subsidiary of TFGL.
ZYCL
(BVI) was formed as the investment holding company of ZYCL under the laws of the British Virgin Islands on August 29, 2019 as part of
the reorganization. It does not engage in any material operation. It is a direct subsidiary of TFGL.
ZYAL
(BVI) was formed under the laws of the British Virgin Islands on January 7, 2021. It is a holding company and does not engage in any
material operation. It is a direct subsidiary of TFGL.
ZYTL
(BVI) was formed under the laws of the British Virgin Islands on January 12, 2021. It is a holding company and does not engage in any
material operation. It is a direct subsidiary of TFGL.
ZYNL
(BVI) was formed under the laws of the British Virgin Islands on January 20, 2021. It is a holding company and does not engage in any
material operation. It is a direct subsidiary of TFGL.
ZYPL
(BVI) and ZYXL (BVI) were formed under the laws of the British Virgin Islands on July 14, 2022. Each of ZYXL (BVI) and ZYPL (BVI) is
a holding company and does not engage in any material operation and each is a direct subsidiary of TFGL.
ZYFL
(BVI) and ZYIL (BVI) were formed under the laws of the British Virgin Islands on November 11, 2022. Each of ZYFL (BVI) and ZYIL (BVI)
is a holding company and does not engage in any material operation and each is a direct subsidiary of TFGL.
ZYSL
was formed in accordance with laws and regulations of Hong Kong on April 22, 2015 with a registered capital of HKD 18,000,000 (approximately
US$2.3 million). ZYSL is a limited liability corporation licensed with HKSFC to carry out regulated activities including Type 1 Dealing
in Securities and Type 2 Dealing in Futures Contracts. It is a direct subsidiary of ZYSL (BVI) and an indirect subsidiary of TFGL.
ZYCL
was established in accordance with laws and regulations of Hong Kong on September 29, 2016 with a registered capital of HKD 5,000,000
(approximately US$0.6 million). ZYCL is a limited liability corporation licensed with the HKSFC to carry out regulated activities Type
4 Advising on Securities, Type 5 Advising on Futures Contracts and Type 9 Asset Management. It is a direct subsidiary of ZYCL (BVI) and
an indirect subsidiary of TFGL.
WIN100
TECH was formed under the laws of the British Virgin Islands on May 14, 2021. WIN100 TECH is a Fintech development and IT support company.
It provides trading solutions for clients trading on the world’s major derivatives and stock exchanges. It is a
direct subsidiary of ZYTL (BVI) and an indirect subsidiary of TFGL.
WIN100
WEALTH was formed under the laws of the British Virgin Islands on July 21, 2021. WIN100 WEALTH borrowed $6 million from TGFL in the form
of intra-company loans and invest such amount in financial products. It is a direct subsidiary of ZYIL (BVI) and an indirect subsidiary
of TFGL.
Winrich
was formed under the laws of Hong Kong on February 24, 2023. It does not engage in any material operation. We plan to apply the Money
Lenders License in Hong Kong through Winrich. It is a direct subsidiary of ZYFL (BVI) and an indirect subsidiary of TFGL.
TOP
500 was formed under the laws of Australia on October 22, 2008. TOP 500 owns an Australian Financial Services License (AFSL: 328866).
It does not have any material operation as of the date of this annual report. We plan to provide financial services in Australia that
includes arranging or providing financial advice on financial products such as derivatives, foreign exchange contracts, stock and bond
issuance etc. through TOP 500. It is a direct subsidiary of ZYAL (BVI) and an indirect subsidiary of TFGL.
TOP
ASSET MANAGEMENT was formed under the laws of Singapore on November 28, 2022. It does not engage in any material operation. We plan to
register with the Monetary Authority of Singapore as a Registered Fund Management Company to carry out Fund Management services. It is
a direct subsidiary of ZYXL (BVI) and an indirect subsidiary of TFGL.
TOP
FINANCIAL was formed under the laws of Singapore on November 28, 2022. It does not engage in any material operation. We plan to acquire
the CMS license from the Monetary Authority of Singapore to carry out regulated activities in Dealing in Capital Market. It is a direct
subsidiary of ZYPL (BVI) and an indirect subsidiary of TFGL.
Name
Change
Effective
July 13, 2022, the Company changed its name from “Zhong Yang Financial Group Limited” to “TOP Financial Group Limited”.
Business
Overview
Our
Operating Subsidiaries operate an online brokerage firm in Hong Kong specializing in the trading of local and overseas equities, futures,
and options products. Our clients primarily reside in Asia and we are currently focusing on expanding our customer base to Southeast
Asian investors. Our trading platforms, which our Operating Subsidiaries license from third parties, enable investors to trade approximately
more than 100 futures products on multiple exchanges around the world including the member exchanges of Chicago Mercantile Exchange (CME),
Hong Kong Futures Exchange (HKFE), The New York Mercantile Exchange (NYMEX), The Chicago Board of Trade (CBOT), The Commodity Exchange
(COMEX), Eurex Exchange (EUREX), ICE Clear Europe Limited (ICEU), Singapore Exchange (SGX), Australia Securities Exchange (ASX), Bursa
Malaysia Derivatives Berhad (BMD), and Osaka Exchange (OSE). Our continuous efforts focusing on offering value-added services and access
to exchanges around the globe, compounded with user friendly experience, have enabled us to become one of the fast-growing online trading
platforms for our clients. Our trading volume of futures contracts was 9.61 million trades in fiscal year 2021, 2.64 million trades in
fiscal year 2022 and 2.97 million trades in fiscal year 2023. Our total registered customer number increased from 247 as of March 31,
2021 to 292 as of March 31, 2022 and further increased to 296 as of March 31, 2023. In fiscal year 2021, we had 49 revenue-generating
accounts in total, including 33 accounts for futures trading and 16 accounts for securities trading. In fiscal year 2022, we had 74 revenue-generating
accounts in total, including 16 accounts for futures trading, 15 accounts for securities trading, 34 accounts for structured notes subscriber
services and 9 accounts for trading solution service. In fiscal year 2023, we had 34 revenue-generating accounts in total, including
12 accounts for futures trading, 12 accounts for securities trading, no account for structured notes subscriber services and 10 accounts
for trading solution service.
Our
Operating Subsidiaries conduct the futures and stock brokerage business through two trading platforms, Esunny for futures trading and
2Go for stock trading, both of which were licensed from third parties and can be easily accessed through our application, or APP, software,
and websites. The two platforms are designed to empower our clients to enjoy a seamless, efficient, and secure trading platform. We offer
our customers comprehensive brokerage and value-added services, including trade order placement and execution, account management, and
customer support. Given the importance of trading systems in our services, we strive to continuously enhance our IT infrastructure.
During
the years ended March 31, 2023, 2022 and 2021, our Operating Subsidiaries provided futures brokerage services and other services (including
stock brokerage, options brokerage, consulting services, currency exchange services, structured note subscriber services, margin financing
services). We generate revenues primarily from brokerage fees we charge clients for executing and/or arranging the trades and transactions
for them. Our revenues for the years ended March 31, 2023, 2022 and 2021 were US$9.7 million, US$7.8 million and US$16.9 million, respectively.
The commissions on futures brokerage accounted for 44.6%, 54.9% and 95.1% of the total revenues for the years ended March 31, 2023, 2022
and 2021, respectively. Starting from the fiscal year 2022, our Operating Subsidiaries commenced trading solution services. Revenues
from the trading solution services accounted for 45.3% and 42.3% of the total revenues for the fiscal year ended March 31, 2023 and 2022.
Revenues from the structure note subscription fees accounted for 0%, 9.4% and 0.5% of the total revenues for the fiscal years ended March
31, 2023, 2022 and 2021, respectively. Our Operating Subsidiaries also provide other financial services including stock brokerage, options
brokerage, consulting services, currency exchange services, and margin financing services to our clients. Revenues generated from stock
brokerage, consulting services, and currency exchange services accounted for 3.0%, 3.6% and 1.6% of total revenues, during the fiscal
years ended March 31, 2023, 2022 and 2021, respectively. We did not generate revenue from options trading services or margin financing
services for the fiscal years 2023, 2022 and 2021. Our top five customers accounted for 43%, 77% and 92% of our total revenues for the
years ended March 31, 2023, 2022 and 2021.
Our
Operating Subsidiaries have achieved substantial growth since the launch of our operation of online brokerage services, as illustrated
by the chart below which sets forth the number of future contracts we have executed from April 1, 2020 to March 31, 2023, organized by
calendar quarter.
![](https://www.sec.gov/Archives/edgar/data/1848275/000121390023080910/image_002.jpg)
The
number of futures contracts executed in each period depends on factors including, but not limited to, economic and political conditions,
market conditions, pricing of futures contracts, and the clients’ risk appetite. By the end of 2019 to the first half of 2020,
the Southeast Asian financial market faced a number of uncertainties such as the COVID-19 pandemic. Trading activities dropped which
impacted our fiscal quarters ended December 31, 2019 and March 31, 2020. The trading activities recover and remain moderately stable
from the fiscal quarter ended on June 30, 2020 to the fiscal quarter ended March 31, 2021. However, the travel restrictions in Hong Kong
from time to time and the economic and financial impact brought about by the COVID-19 pandemic had caused a decrease in our customers’
disposable income and in their willingness to trade and make investments, and therefore had negatively affected our results of operation
since the fiscal quarter ended June 30, 2021. Given the uncertainties surrounding the duration and the impact of the COVID-19 pandemic,
we continue to closely monitor the impact and navigate the significant challenges created by the COVID-19 pandemic.
We
intend to leverage our competitive strengths to sustain and grow our business, namely, to provide our clients with fast and reliable
access to the financial market through our personalized client services and efficient organizational structure. In particular, we plan
to expand our services offering and continue integrating value-added services, including CFD products and services and asset management
services.
Corporate
Information
Our
principal executive offices are located at Flat 1101, 118 Connaught Road West, Hong Kong. Our telephone number at this address is +852
3107 0731. Our registered office in the Cayman Islands is located at the offices of Vistra (Cayman) Limited, P. O. Box 31119 Grand Pavilion,
Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1 - 1205 Cayman Islands. Our agent for service of process in the United States is Cogency
Global Inc. located at 122 East 42nd Street, 18th Floor, New York, NY 10168. Investors should contact us for any
inquiries through the address and telephone number of our principal executive offices. Our website is www. ZYFGL.com. The information
contained on our website is not a part of this prospectus.
The
SEC maintains an internet site at http://www.sec.gov that contains reports, information statements, and other information regarding issuers
that file electronically with the SEC.
Implications
of Being an Emerging Growth Company
We
qualify as and elect to be an “emerging growth company” as defined in the Jumpstart our Business Startups Act of 2012, or
the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable
generally to public companies. These provisions include, but not limited to:
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● |
Reduced disclosure about
the emerging growth company’s executive compensation arrangements in our periodic reports, proxy statements and registration
statements; and |
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● |
an exemption from the auditor
attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of
2002. |
We
will remain an “emerging growth company” until the earliest to occur of (i) the last day of the fiscal year (a) following
the fifth anniversary of the closing of the Business Combination, (b) in which we have total annual gross revenue of at least $1.235 billion
or (c) in which we are deemed to be a large accelerated filer, which means the market value of equity securities held by our non-affiliates
exceeds $700 million as of the last business day of our prior second fiscal quarter, and (ii) the date on which we have issued more
than $1.0 billion in non-convertible debt during the prior three-year period.
Implication
of Being a Foreign Private Issuer
We
are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). As such, we are exempt from certain provisions applicable to United States domestic public companies. For example:
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we are not required to
provide as many Exchange Act reports or provide periodic and current reports as frequently, as a domestic public company; |
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for interim reporting,
we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that apply to domestic
public companies; |
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we are not required to
provide the same level of disclosure on certain issues, such as executive compensation; |
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we are exempt from provisions
of Regulation FD aimed at preventing issuers from making selective disclosures of material information; |
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we are not required to
comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security
registered under the Exchange Act; and |
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we are not required to
comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities
and establishing insider liability for profits realized from any “short-swing” trading transaction. |
RISK
FACTORS
Investing
in our securities involves a high degree of risk. You should carefully review the risks and uncertainties described in this section and
under the heading “Risk Factors” contained in any applicable prospectus supplement and under similar headings in our most
recent annual report on Form 20-F as updated by our subsequent filings, some of which are incorporated by reference into this prospectus,
before deciding whether to purchase any of the securities being registered pursuant to the registration statement of which this prospectus
forms a part. Each of the risk factors could adversely affect our business, results of operations, financial condition and cash flows,
as well as adversely affect the value of an investment in our securities, and the occurrence of any of these risks might cause you to
lose all or part of your investment. Additional risks not presently known to us or that we currently believe are immaterial may also
significantly impair our business operations. For more information, see “Where You Can Find Additional Information” and “Incorporation
of Documents by Reference.”
The trading price
of our ordinary shares experienced substantial price fluctuations in April and May 2023. On May 11, 2023 the SEC ordered a 10-day trading
suspension of our ordinary shares. A repeat suspension could occur. Because our ordinary shares has at times been thinly traded,
our ordinary shares may continue to experience price volatility and low liquidity, which could result in substantial losses to investors.
The trading price of
our ordinary shares experienced substantial price fluctuations in April and May 2023, during which time the highest and lowest closing
prices were US$108.21 and US$4.53 per ordinary share, respectively. On May 11, 2023, the SEC ordered a 10-day trading suspension of the
Company’s ordinary shares, due to “recent, unusual, and unexplained market activity raising concerns regarding the adequacy
and accuracy of publicly-available information, in light of disclosures made concerning TOP’s financial condition and scope of
operations.” The trading suspension ended on May 26, 2023. In addition, the daily trading volume of our ordinary shares has at
times been relatively low. If this continues to occur in the future, persons buying or selling in relatively small quantities may easily
influence the price of our ordinary shares. This low volume of trades could also cause the price of our ordinary shares to fluctuate
greatly, with large percentage changes in price occurring in any trading day session. Holders of our ordinary shares may also not be
able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations
and general economic and political conditions may also adversely affect the market price of our ordinary shares. As a result of this
volatility, investors may experience losses on their investment in our ordinary shares. Furthermore, the volatility may confuse the public
investors of the value of our stock, distort the market perception of our stock price, our company’s financial performance, public
image, and negatively affect the long-term liquidity of our ordinary shares, regardless of our actual or expected operating performance.
A decline in the market price of our ordinary shares also could adversely affect our ability to issue additional ordinary shares or other
securities and our ability to obtain additional financing in the future. No assurance can be given that an active market in our ordinary
shares will develop or be sustained. If an active market does not develop, holders of our ordinary shares may be unable to readily sell
the shares they hold or may not be able to sell their shares at all.
The sale of a substantial amount of our ordinary
shares and/or securities that are exercisable or convertible into out ordinary shares could adversely affect the prevailing market price
of our ordinary shares.
We are registering the
sale of ordinary shares and other securities with an aggregate offering price of $300,000,000 and may issue ordinary shares or other
equity or debt securities that are exercisable or convertible into ordinary shares pursuant to this prospectus or the applicable prospectus
supplement. Furthermore, in the future, we may issue additional ordinary shares or other securities in connection with financing, equity
incentive plans, strategic business acquisition, or otherwise. Sales of substantial amounts of our ordinary shares in the public market,
or the perception that such sales might occur, could result in substantial dilution to our existing shareholders and could
adversely affect the market price of our ordinary shares.
CAPITALIZATION AND INDEBTNESS
Our capitalization will
be set forth in the applicable prospectus supplement or in a report on Form 6-K subsequently furnished to the SEC and specifically
incorporated by reference into this prospectus.
DILUTION
If required, we will
set forth in a prospectus supplement the following information regarding any material dilution of the equity interests of investors purchasing
securities in an offering under this prospectus:
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the net tangible book value per share of our equity securities before
and after the offering; |
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the amount of the increase in such net tangible
book value per share attributable to the cash payments made by purchasers in the offering; and |
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the amount of the immediate dilution from the public offering price
which will be absorbed by such purchasers. |
USE OF PROCEEDS
We
intend to use the net proceeds from the sale of securities we offer as indicated in the applicable prospectus supplement, information
incorporated by reference, or free writing prospectus.
DESCRIPTION OF ORDINARY
SHARES
TOP Financial Group Ltd is
an exempted company incorporated under the Companies Act (Revised) of the Cayman Islands, as amended (the “Cayman Islands
Companies Act”). As of the date of this prospectus, we are authorized to issue 150,000,000 ordinary shares of $0.001 par value
per share. As of June 30, 2023, there are 35,007,233 ordinary shares issued and outstanding.
The following are summaries of the material provisions
of our amended and restated memorandum and articles of association and the Cayman Islands Companies Act, insofar as they relate to the
material terms of our ordinary shares. Copies of our amended and restated memorandum and articles of association are filed as exhibits
to the most recent annual report on Form 20-F, which is incorporated by reference in this prospectus.
General
As of the date of this prospectus, under our
amended and restated memorandum of association, we are authorized to issue 150,000,000 ordinary shares of $0.001 par value per share. As
of June 30, 2023, there are 35,007,233 ordinary shares issued and outstanding.
Each ordinary share in the Company confers upon
the shareholder:
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the right to one vote at a meeting of the shareholders of the Company
or on any resolution of shareholders; |
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the right to an equal share in any dividend paid by the Company; and |
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the right to an equal share in the distribution of the surplus assets
of the Company on its liquidation. |
Distributions
The holders of our ordinary shares are entitled
to such dividends or other distributions as may be recommended by the board and authorized by shareholders subject to the Cayman Islands
Companies Act and our amended and restated memorandum and articles of association.
Shareholders’ voting rights
At each general meeting, each shareholder who
is present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative) will have
one (1) vote for each Ordinary Share.
An ordinary resolution
to be passed by the shareholders requires the affirmative vote of a simple majority of the votes attached to the Ordinary Shares cast
by those shareholders entitled to vote who are present in person or by proxy (or, in the case of corporations, by their duly authorized
representatives) at a general meeting, while a special resolution requires the affirmative vote of a majority of not less than two-thirds of
the votes attached to the Ordinary Shares cast by those shareholders who are present in person or by proxy (or, in the case of corporations,
by their duly authorized representatives) at a general meeting. Both ordinary resolutions and special resolutions may also be passed
by a unanimous written resolution signed by all the shareholders of our company, as permitted by the Companies Act and our amended and
restated memorandum and articles of association. A special resolution will be required for important matters such as a change of name
or making changes to our amended and restated memorandum and articles of association.
Election of directors
We may appoint directors by a resolution of shareholders
passed by a simple majority of the votes or by resolution of the directors.
Meetings of shareholders
The directors may convene a meeting of shareholders
whenever they think necessary or desirable. We must provide notice counting from the date service is deemed to take place, stating the
place, the day and the hour of the general meeting and, in the case of special business, the general nature of that business, to such
persons who are entitled to receive such notices from the Company. Our board of directors must convene a general meeting upon the written
requisition of one or more shareholders entitled to attend and vote at general meeting of the Company holding not less than 10% of the
paid up voting share capital of the Company in respect to the matter for which the meeting is requested.
No business may be transacted at any general
meeting unless a quorum is present at the time the meeting proceeds to business. One or more shareholders present in person or by proxy
holding in aggregate at least a majority of the paid up voting share capital of the Company shall be a quorum. If, within half an hour
from the time appointed for the meeting, a quorum is not present, the meeting, if convened upon the requisition of shareholders, shall
be dissolved. In any other case, it shall stand adjourned to the same day in the next week, at the same time and place and if, at the
adjourned meeting, a quorum is not present within half an hour from the time appointed for the meeting, the shareholders present and
entitled to vote shall be a quorum. At every meeting, the shareholders present shall choose someone of their number to be the chairman.
A corporation that is a shareholder shall be
deemed for the purpose of our amended and restated memorandum and articles of association to be present at a general meeting in person
if represented by its duly authorized representative. This duly authorized representative shall be entitled to exercise the same powers
on behalf of the corporation which he represents as that corporation could exercise if it were our individual shareholder.
Meeting of directors
The business of our company is managed by the
directors. Our directors are free to meet at such times and in such manner and places within or outside the Cayman Islands as the directors
determine to be necessary or desirable. The quorum necessary for the transaction of the business of the directors may be fixed by the
directors, and unless so fixed, if there be more than two directors shall be two, and if there are two or less Directors shall be one.
An action that may be taken by the directors at a meeting may also be taken by a resolution of directors consented to in writing by all
of the directors.
Pre-emptive rights
There are no pre-emptive rights applicable to
the issue by us of new shares under either Cayman Islands law or our amended and restated memorandum and articles of association.
Transfer of ordinary shares
Subject to the restrictions in our amended and
restated memorandum and articles of association and applicable securities laws, any of our shareholders may transfer all or any of his
or her ordinary shares by written instrument of transfer signed by the transferor and containing the name of the transferee. Our board
of directors may resolve by resolution to refuse or delay the registration of the transfer of any ordinary share without giving any reason.
Winding up
If we are wound up and the assets available for
distribution among our shareholders are more than sufficient to repay the whole of the paid up capital at the commencement of the winding
up, the excess shall be distributable among those shareholders in proportion to the capital paid up at the commencement of the winding
up on the shares held by them respectively. If we are wound up and the assets available for distribution among the shareholders as such
are insufficient to repay the whole of the paid up capital, such assets shall be distributed so that, as nearly as may be, the losses
shall be borne by the shareholders in proportion to the capital paid up at the commencement of the winding up on the shares held by them,
respectively. If we are wound up, the liquidator may with the sanction of a special resolution and any other sanction required by the
Companies Act, divide among our shareholders in specie or kind the whole or any part of our assets (whether they shall consist of property
of the same kind or not), and may, for such purpose, set such value as the liquidator deems fair upon any property to be divided and
may determine how such division shall be carried out as between the shareholders or different classes of shareholders.
The liquidator may also vest the whole or any
part of these assets in trusts for the benefit of the shareholders as the liquidator shall think fit, but so that no shareholder will
be compelled to accept any assets, shares or other securities upon which there is a liability.
Calls on ordinary shares and forfeiture of
ordinary shares
Our board of directors may from time to time
make calls upon shareholders for any amounts unpaid on their Ordinary Shares in a notice served to such shareholders at least one month
prior to the specified time of payment. The Ordinary Shares that have been called upon and remain unpaid are subject to forfeiture.
Redemption, Repurchase and Surrender of Ordinary
Shares
We may issue shares on terms that such shares
are subject to redemption, at our option, on such terms and in such manner as may be determined, before the issue of such shares, by
our board of directors or by an ordinary resolution of our shareholders. The Companies Act and our amended and restated memorandum
and articles of association permits us to purchase our own shares, subject to certain restrictions and requirements. Subject to the Companies
Act, our amended and restated memorandum and articles of association and to any applicable requirements imposed from time to time by
the Nasdaq, the U.S. Securities and Exchange Commission, or by any other recognized stock exchange on which our securities are listed,
we may purchase our own shares (including any redeemable shares) on such terms and in such manner as been approved by the directors or
by an ordinary resolution of our shareholders. Under the Companies Act, the repurchase of any share may be paid out of our Company’s
profits, or out of the share premium account, or out of the proceeds of a fresh issue of shares made for the purpose of such repurchase,
or out of capital. If the repurchase proceeds are paid out of our Company’s capital, our Company must, immediately following such
payment, be able to pay its debts as they fall due in the ordinary course of business. In addition, under the Companies Act, no such
share may be repurchased (1) unless it is fully paid up, and (2) if such repurchase would result in there being no shares outstanding
other than shares held as treasury shares. The repurchase of shares may be effected in such manner and upon such terms as may be authorized
by or pursuant to the Company’s articles of association. If the articles do not authorize the manner and terms of the purchase,
a company shall not repurchase any of its own shares unless the manner and terms of purchase have first been authorized by a resolution
of the company. In addition, under the Companies Act and our amended and restated memorandum and articles of association, our Company
may accept the surrender of any fully paid share for no consideration unless, as a result of the surrender, the surrender would result
in there being no shares outstanding (other than shares held as treasury shares).
Variations of Rights of Shares
If at any time, our share capital is divided
into different classes of shares, all or any of the rights attached to any class of our shares may (unless otherwise provided by
the terms of issue of the shares of that class) be varied with the consent in writing of the holders of two-thirds of the issued shares
of that class or with the sanction of a resolution passed by at least a two-thirds majority of holders of shares of that class as may
be present in person or by proxy at a separate general meeting of the holders of shares of that class.
Inspection of books and records
Holders of our ordinary shares will have no general
right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records. However, we will provide
our shareholders with annual audited financial statements. See “Where You Can Find Additional Information.”
Rights of non-resident or foreign shareholders
There are no limitations imposed by our amended
and restated memorandum and articles of association on the rights of non-resident or foreign shareholders to hold or exercise voting
rights on our shares. In addition, there are no provisions in our amended and restated memorandum and articles of association governing
the ownership threshold above which shareholder ownership must be disclosed.
Issuance of additional ordinary shares
Our amended and restated memorandum and articles
of association authorizes our board of directors to issue additional ordinary shares from authorized but unissued shares, to the extent
available, from time to time as our board of directors shall determine.
Listing
Our ordinary shares are listed on the Nasdaq
Capital Market under the symbol “TOP”. On September 20, 2023, the last reported sale price per share for our ordinary shares
on the Nasdaq Capital Market as reported was $5.40.
Transfer Agent and Registrar
The transfer agent and registrar for our ordinary
shares is Securities Transfer Corporation, 2901 N Dallas Parkway, Suite 380,
Plano, Texas 75093.
DESCRIPTION OF WARRANTS
The following description, together with the
additional information we may include in any applicable prospectus supplements, summarizes the material terms and provisions of the warrants
that we may offer under this prospectus and the related warrant agreements and warrant certificates. While the terms summarized below
will apply generally to any warrants that we may offer under this prospectus, we will describe the particular terms of any series of
warrants that we may offer in more detail in the applicable prospectus supplement. If we indicate in the prospectus supplement, the terms
of any warrants offered under that prospectus supplement may differ from the terms described below. However, no prospectus supplement
shall fundamentally change the terms that are set forth in this prospectus or offer a security that is not registered and described in
this prospectus at the time of its effectiveness. Specific warrant agreements will contain additional important terms and provisions
and will be incorporated by reference as an exhibit to the registration statement that includes this prospectus or as an exhibit to a
report filed under the Exchange Act.
General
We may issue warrants that entitle the holder
to purchase ordinary shares, debt securities or any combination thereof. We may issue warrants independently or together with ordinary
shares, debt securities or any combination thereof, and the warrants may be attached to or separate from these securities.
We will describe in the applicable prospectus
supplement the terms of the series of warrants, including:
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the offering price and aggregate number of warrants offered; |
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the currency for which the warrants may be purchased, if not United
States dollars; |
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if applicable, the designation and terms of the securities with which
the warrants are issued and the number of warrants issued with each such security or each principal amount of such security; |
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if applicable, the date on and after which the warrants and the related
securities will be separately transferable; |
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in the case of warrants to purchase ordinary shares, the number of
ordinary shares purchasable upon the exercise of one warrant and the price at which these shares may be purchased upon such exercise; |
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in the case of warrants to purchase debt securities, the principal
amount of debt securities purchasable upon exercise of one warrant and the price at, and currency, if not United States dollars,
in which, this principal amount of debt securities may be purchased upon such exercise; |
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the effect of any merger, consolidation, sale or other disposition
of our business on the warrant agreement and the warrants; |
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the term of any rights to redeem or call the warrants; |
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any provisions for changes to or adjustments in the exercise price
or number of securities issuable upon exercise of the warrants; |
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the dates on which the right to exercise the warrants will commence
and expire; |
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the manner in which the warrant agreement and warrants may be modified; |
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federal income tax consequences of holding or exercising the warrants; |
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the terms of the securities issuable upon exercise of the warrants;
and |
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any other specific terms, preferences, rights or limitations of or
restrictions on the warrants. |
Before exercising their warrants, holders of
warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including:
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in the case of warrants to purchase debt securities, the right to receive
payments of principal of, or premium, if any, or interest on, the debt securities purchasable upon exercise or to enforce covenants
in the applicable indenture; or |
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in the case of warrants to purchase our ordinary shares, the right
to receive dividends, if any, or, payments upon our liquidation, dissolution or winding up or to exercise voting rights, if any. |
Exercise of Warrants
Each warrant will entitle the holder to purchase
the securities that we specify in the applicable prospectus supplement at the exercise price that we describe in the applicable prospectus
supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants at
any time up to the specified time on the expiration date that we set forth in the applicable prospectus supplement. After the close of
business on the expiration date, unexercised warrants will become void.
Holders of the warrants may exercise the warrants
by delivering the warrant certificate representing the warrants to be exercised together with specified information, and paying the required
amount to the warrant agent in immediately available funds, as provided in the applicable prospectus supplement. We will set forth on
the reverse side of the warrant certificate and in the applicable prospectus supplement the information that the holder of the warrant
will be required to deliver to the warrant agent.
Upon receipt of the required payment and the
warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated
in the applicable prospectus supplement, we will issue and deliver the securities purchasable upon such exercise. If fewer than all of
the warrants represented by the warrant certificate are exercised, then we will issue a new warrant certificate for the remaining amount
of warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender securities as all or part
of the exercise price for warrants.
Enforceability of Rights by Holders of Warrants
Each warrant agent will act solely as our agent
under the applicable warrant agreement and will not assume any obligation or relationship of agency or trust with any holder of any warrant.
A single bank or trust company may act as warrant agent for more than one issue of warrants. A warrant agent will have no duty or responsibility
in case of any default by us under the applicable warrant agreement or warrant, including any duty or responsibility to initiate any
proceedings at law or otherwise, or to make any demand upon us. Any holder of a warrant may, without the consent of the related warrant
agent or the holder of any other warrant, enforce by appropriate legal action its right to exercise, and receive the securities purchasable
upon exercise of, its warrants.
Warrant Agreement Will Not Be Qualified Under
Trust Indenture Act
No warrant agreement will be qualified as an
indenture, and no warrant agent will be required to qualify as a trustee, under the Trust Indenture Act. Therefore, holders of warrants
issued under a warrant agreement will not have the protection of the Trust Indenture Act with respect to their warrants.
Modification of the Warrant Agreement
The warrant agreements may permit us and the
warrant agent, if any, without the consent of the warrant holders, to supplement or amend the agreement in the following circumstances:
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to correct or supplement any provision which may be defective or inconsistent
with any other provisions; or |
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to add new provisions regarding matters or questions that we and the
warrant agent may deem necessary or desirable and which do not adversely affect the interests of the warrant holders. |
DESCRIPTION OF DEBT SECURITIES
As used in this prospectus, debt securities mean
the debentures, notes, bonds and other evidences of indebtedness, which may or may not be converted into our ordinary shares, that we
may issue from time to time. The debt securities may be either secured or unsecured and will either be senior debt securities or subordinated
debt securities. The debt securities may be issued under one or more separate indentures between us and a trustee to be specified in
an accompanying prospectus supplement. Senior debt securities will be issued under a new senior indenture. Subordinated debt securities
will be issued under a subordinated indenture. Together, the senior indentures and the subordinated indentures are sometimes referred
to in this prospectus as the indentures. This prospectus, together with the applicable prospectus supplement, will describe the terms
of a particular series of debt securities.
The statements and descriptions in this prospectus
or in any prospectus supplement regarding provisions of the indentures and debt securities are summaries thereof, do not purport to be
complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of the indentures (and any amendments
or supplements we may enter into from time to time which are permitted under each indenture) and the debt securities, including the definitions
therein of certain terms.
General
Unless otherwise specified in a prospectus supplement,
the debt securities will be direct unsecured obligations of TOP Financial Group Limited. The senior debt securities will rank equally
with any of our other senior and unsubordinated debt. The subordinated debt securities will be subordinate and junior in right of payment
to any senior indebtedness.
Unless otherwise specified in a prospectus supplement,
the indentures do not limit the aggregate principal amount of debt securities that we may issue and provide that we may issue debt securities
from time to time at par or at a discount, and in the case of the new indentures, if any, in one or more series, with the same or various
maturities. Unless indicated in a prospectus supplement, we may issue additional debt securities of a particular series without the consent
of the holders of the debt securities of such series outstanding at the time of the issuance. Any such additional debt securities, together
with all other outstanding debt securities of that series, will constitute a single series of debt securities under the applicable indenture.
Each prospectus supplement will describe the
terms relating to the specific series of debt securities being offered. These terms will include some or all of the following:
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the title of the debt securities and whether they are subordinated
debt securities or senior debt securities; |
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any limit on the aggregate principal amount of the debt securities; |
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the ability to issue additional debt securities of the same series; |
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the price or prices at which we will sell the debt securities; |
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the maturity date or dates of the debt securities on which principal
will be payable; |
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the rate or rates of interest, if any, which may be fixed or variable,
at which the debt securities will bear interest, or the method of determining such rate or rates, if any; |
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the date or dates from which any interest will accrue or the method
by which such date or dates will be determined; |
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the conversion
price at which the debt securities may be converted; |
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the date on which the right
to convert the debt securities will commence and the date on which the right will expire; |
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if applicable, the minimum
or maximum amount of debt securities that may be converted at any one time; |
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the right, if any, to extend the interest payment periods and the duration
of any such deferral period, including the maximum consecutive period during which interest payment periods may be extended; |
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whether the amount of payments of principal of (and premium, if any)
or interest on the debt securities may be determined with reference to any index, formula or other method, such as one or more currencies,
commodities, equity indices or other indices, and the manner of determining the amount of such payments; |
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the dates on which we will pay interest on the debt securities and
the regular record date for determining who is entitled to the interest payable on any interest payment date; |
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the place or places where the principal of (and premium, if any) and
interest on the debt securities will be payable, where any securities may be surrendered for registration of transfer, exchange or
conversion, as applicable, and notices and demands may be delivered to or upon us pursuant to the indenture; |
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if we possess the option to do so, the periods within
which and the prices at which we may redeem the debt securities, in whole or in part, pursuant to optional redemption provisions,
and the other terms and conditions of any such provisions; |
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our obligation, if any, to redeem, repay or purchase
debt securities by making periodic payments to a sinking fund or through an analogous provision or at the option of holders of the
debt securities, and the period or periods within which and the price or prices at which we will redeem, repay or purchase the debt
securities, in whole or in part, pursuant to such obligation, and the other terms and conditions of such obligation; |
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the denominations in which the debt securities will
be issued, if other than denominations of $1,000 and integral multiples of $1,000; |
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the portion, or methods of determining the portion,
of the principal amount of the debt securities which we must pay upon the acceleration of the maturity of the debt securities in
connection with an event of default (as described below), if other than the full principal amount; |
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the currency, currencies or currency unit in which
we will pay the principal of (and premium, if any) or interest, if any, on the debt securities, if not United States dollars; |
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provisions, if any, granting special rights to holders
of the debt securities upon the occurrence of specified events; |
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any deletions from, modifications of or additions
to the events of default or our covenants with respect to the applicable series of debt securities, and whether or not such events
of default or covenants are consistent with those contained in the applicable indenture; |
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any limitation on our ability to incur debt, redeem
shares, sell our assets or other restrictions; |
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the application, if any, of the terms of the indenture
relating to defeasance and covenant defeasance (which terms are described below) to the debt securities; |
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whether the subordination provisions summarized below
or different subordination provisions will apply to the debt securities; |
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the terms, if any, upon which the holders may convert
or exchange the debt securities into or for our ordinary shares or other securities or property; |
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whether any of the debt securities will be issued
in global form and, if so, the terms and conditions upon which global debt securities may be exchanged for certificated debt securities; |
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any change in the right of the trustee or the requisite
holders of debt securities to declare the principal amount thereof due and payable because of an event of default; |
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the depository for global or certificated debt securities; |
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any special tax implications of the debt securities; |
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any foreign tax consequences applicable to the debt
securities, including any debt securities denominated and made payable, as described in the prospectus supplements, in foreign currencies,
or units based on or related to foreign currencies; |
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any trustees, authenticating or paying agents, transfer
agents or registrars, or other agents with respect to the debt securities; |
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any other terms of the debt securities not inconsistent
with the provisions of the indentures, as amended or supplemented; |
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to whom any interest on any debt security shall be
payable, if other than the person in whose name the security is registered, on the record date for such interest, the extent to which,
or the manner in which, any interest payable on a temporary global debt security will be paid if other than in the manner provided
in the applicable indenture; |
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if the principal of or any premium or interest on
any debt securities of the series is to be payable in one or more currencies or currency units other than as stated, the currency,
currencies or currency units in which it shall be paid and the periods within and terms and conditions upon which such election is
to be made and the amounts payable (or the manner in which such amount shall be determined); |
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the portion of the principal amount of any securities
of the series which shall be payable upon declaration of acceleration of the maturity of the debt securities pursuant to the applicable
indenture if other than the entire principal amount; and |
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if the principal amount payable at the stated maturity
of any debt security of the series will not be determinable as of any one or more dates prior to the stated maturity, the amount
which shall be deemed to be the principal amount of such securities as of any such date for any purpose, including the principal
amount thereof which shall be due and payable upon any maturity other than the stated maturity or which shall be deemed to be outstanding
as of any date prior to the stated maturity (or, in any such case, the manner in which such amount deemed to be the principal amount
shall be determined). |
Unless otherwise specified in the applicable
prospectus supplement, the debt securities will not be listed on any securities exchange and will be issued in fully-registered form
without coupons.
Debt securities may be sold at a substantial
discount below their stated principal amount, bearing no interest or interest at a rate which at the time of issuance is below market
rates. The applicable prospectus supplement will describe the federal income tax consequences and special considerations applicable to
any such debt securities. The debt securities may also be issued as indexed securities or securities denominated in foreign currencies,
currency units or composite currencies, as described in more detail in the prospectus supplement relating to any of the particular debt
securities. The prospectus supplement relating to specific debt securities will also describe any special considerations and certain
additional tax considerations applicable to such debt securities.
Conversion of Debt Securities
The debt securities may entitle the holder to
purchase, in exchange for the extinguishment of debt, an amount of securities at a conversion price that will be stated in the debt securities.
If such debt securities are convertible, unless otherwise specified in a prospectus supplement, the debt securities will be convertible
at any time up to the close of business on the expiration date set forth in the terms of such debt securities. After the close of business
on the expiration date, the debt securities not converted will be paid in accordance with their terms.
Subordination
The prospectus supplement relating to any offering
of subordinated debt securities will describe the specific subordination provisions. However, unless otherwise noted in the prospectus
supplement, subordinated debt securities will be subordinate and junior in right of payment to any existing senior indebtedness.
Unless otherwise specified in the applicable
prospectus supplement, under the subordinated indenture, “senior indebtedness” means all amounts due on obligations in connection
with any of the following, whether outstanding at the date of execution of the subordinated indenture, or thereafter incurred or created:
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the principal of (and premium, if any) and interest
due on our indebtedness for borrowed money and indebtedness evidenced by bonds, notes, debentures or similar instruments or letters
of credit (or reimbursement agreements in respect thereof); |
|
● |
all of our capital lease obligations or attributable
debt (as defined in the indentures) in respect of sale and leaseback transactions; |
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all obligations representing the balance deferred
and unpaid of the purchase price of any property or services, which purchase price is due more than six months after the date of
placing such property in service or taking delivery and title thereto, except any such balance that constitutes an accrued expense
or trade payable or any similar obligation to trade creditors; |
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all of our obligations in respect of interest rate
swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar
agreements; other agreements or arrangements designed to manage interest rates or interest rate risk; and other agreements or arrangements
designed to protect against fluctuations in currency exchange rates or commodity prices; |
|
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all obligations of the types referred to above of
other persons for the payment of which we are responsible or liable as obligor, guarantor or otherwise; and |
|
● |
all obligations of the types referred to above of
other persons secured by any lien on any property or asset of ours (whether or not such obligation is assumed by us). |
However, senior indebtedness does not include:
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● |
any indebtedness which expressly provides that such
indebtedness shall not be senior in right of payment to the subordinated debt securities, or that such indebtedness shall be subordinated
to any other of our indebtedness, unless such indebtedness expressly provides that such indebtedness shall be senior in right of
payment to the subordinated debt securities; |
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any of our obligations to our subsidiaries or of a
subsidiary guarantor to us or any other of our other subsidiaries; |
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● |
any liability for federal, state, local or other taxes
owed or owing by us or any subsidiary guarantor, |
|
● |
any accounts payable or other liability to trade creditors
arising in the ordinary course of business (including guarantees thereof or instruments evidencing such liabilities); |
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any obligations with respect to any capital stock; |
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● |
any indebtedness incurred in violation of the indenture,
provided that indebtedness under our credit facilities will not cease to be senior indebtedness under this bullet point if the lenders
of such indebtedness obtained an officer’s certificate as of the date of incurrence of such indebtedness to the effect that
such indebtedness was permitted to be incurred by the indenture; and |
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● |
any of our indebtedness in respect of the subordinated
debt securities. |
Senior indebtedness shall continue to be senior
indebtedness and be entitled to the benefits of the subordination provisions irrespective of any amendment, modification or waiver of
any term of such senior indebtedness.
Unless otherwise noted in an accompanying prospectus
supplement, if we default in the payment of any principal of (or premium, if any) or interest on any senior indebtedness when it becomes
due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise, then, unless and until such default
is cured or waived or ceases to exist, we will make no direct or indirect payment (in cash, property, securities, by set-off or otherwise)
in respect of the principal of or interest on the subordinated debt securities or in respect of any redemption, retirement, purchase
or other requisition of any of the subordinated debt securities.
In the event of the acceleration of the maturity
of any subordinated debt securities, the holders of all senior debt securities outstanding at the time of such acceleration, subject
to any security interest, will first be entitled to receive payment in full of all amounts due on the senior debt securities before the
holders of the subordinated debt securities will be entitled to receive any payment of principal (and premium, if any) or interest on
the subordinated debt securities.
If any of the following events occurs, we will
pay in full all senior indebtedness before we make any payment or distribution under the subordinated debt securities, whether in cash,
securities or other property, to any holder of subordinated debt securities:
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any dissolution or winding-up or liquidation or reorganization
of TOP Financial Group Limited, whether voluntary or involuntary or in bankruptcy, |
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insolvency or receivership; |
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any general assignment by us for the benefit of creditors;
or |
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any other marshaling of our assets or liabilities. |
In such event, any payment or distribution under
the subordinated debt securities, whether in cash, securities or other property, which would otherwise (but for the subordination provisions)
be payable or deliverable in respect of the subordinated debt securities, will be paid or delivered directly to the holders of senior
indebtedness in accordance with the priorities then existing among such holders until all senior indebtedness has been paid in full.
If any payment or distribution under the subordinated debt securities is received by the trustee of any subordinated debt securities
in contravention of any of the terms of the subordinated indenture and before all the senior indebtedness has been paid in full, such
payment or distribution will be received in trust for the benefit of, and paid over or delivered and transferred to, the holders of the
senior indebtedness at the time outstanding in accordance with the priorities then existing among such holders for application to the
payment of all senior indebtedness remaining unpaid to the extent necessary to pay all such senior indebtedness in full.
The subordinated indenture does not limit the
issuance of additional senior indebtedness.
Events of Default, Notice and Waiver
Unless an accompanying prospectus supplement
states otherwise, the following shall constitute “events of default” under the indentures with respect to each series of
debt securities:
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● |
we default for 30 consecutive days in the payment
when due of interest on the debt securities; |
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● |
we default in the payment when due (at maturity, upon
redemption or otherwise) of the principal of, or premium, if any, on the debt securities; |
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● |
our failure to observe or perform any other of our
covenants or agreements with respect to such debt securities for 60 days after we receive notice of such failure; |
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● |
certain events of bankruptcy, insolvency or reorganization
of TOP Financial Group Limited; or |
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any other event of default provided with respect to
securities of that series. |
Unless an accompanying prospectus supplement
states otherwise, if an event of default with respect to any debt securities of any series outstanding under either of the indentures
shall occur and be continuing, the trustee under such indenture or the holders of at least 25% (or at least 10%, in respect of a remedy
(other than acceleration) for certain events of default relating to the payment of dividends) in aggregate principal amount of the debt
securities of that series outstanding may declare, by notice as provided in the applicable indenture, the principal amount (or such lesser
amount as may be provided for in the debt securities of that series) of all the debt securities of that series outstanding to be due
and payable immediately; provided that, in the case of an event of default involving certain events in bankruptcy, insolvency or reorganization,
acceleration is automatic; and, provided further, that after such acceleration, but before a judgment or decree based on acceleration,
the holders of a majority in aggregate principal amount of the outstanding debt securities of that series may, under certain circumstances,
rescind and annul such acceleration if all events of default, other than the nonpayment of accelerated principal, have been cured or
waived. Upon the acceleration of the maturity of original issue discount securities, an amount less than the principal amount thereof
will become due and payable. Reference is made to the prospectus supplement relating to any original issue discount securities for the
particular provisions relating to acceleration of maturity thereof.
Any past default under either indenture with
respect to debt securities of any series, and any event of default arising therefrom, may be waived by the holders of a majority in principal
amount of all debt securities of such series outstanding under such indenture, except in the case of (1) default in the payment of the
principal of (or premium, if any) or interest on any debt securities of such series or (2) certain events of default relating to the
payment of dividends.
The trustee is required within 90 days after
the occurrence of a default (which is known to the trustee and is continuing), with respect to the debt securities of any series (without
regard to any grace period or notice requirements), to give to the holders of the debt securities of such series notice of such default.
The trustee, subject to its duties during default
to act with the required standard of care, may require indemnification by the holders of the debt securities of any series with respect
to which a default has occurred before proceeding to exercise any right or power under the indentures at the request of the holders of
the debt securities of such series. Subject to such right of indemnification and to certain other limitations, the holders of a majority
in principal amount of the outstanding debt securities of any series under either indenture may direct the time, method and place of
conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee with respect
to the debt securities of such series, provided that such direction shall not be in conflict with any rule of law or with the applicable
indenture and the trustee may take any other action deemed proper by the trustee which is not inconsistent with such direction.
No holder of a debt security of any series may
institute any action against us under either of the indentures (except actions for payment of overdue principal of (and premium, if any)
or interest on such debt security or for the conversion or exchange of such debt security in accordance with its terms) unless (1) the
holder has given to the trustee written notice of an event of default and of the continuance thereof with respect to the debt securities
of such series specifying an event of default, as required under the applicable indenture, (2) the holders of at least 25% in aggregate
principal amount of the debt securities of that series then outstanding under such indenture shall have requested the trustee to institute
such action and offered to the trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred
in compliance with such request; (3) the trustee shall not have instituted such action within 60 days of such request and (4) no direction
inconsistent with such written request has been given to the trustee during such 60-day period by the holders of a majority in principal
amount of the debt securities of that series. We are required to furnish annually to the trustee statements as to our compliance with
all conditions and covenants under each indenture.
Discharge, Defeasance and Covenant Defeasance
We may discharge or defease our obligations under
the indenture as set forth below, unless otherwise indicated in the applicable prospectus supplement.
We may discharge certain obligations to holders
of any series of debt securities issued under either the senior indenture or the subordinated indenture which have not already been delivered
to the trustee for cancellation by irrevocably depositing with the trustee money in an amount sufficient to pay and discharge the entire
indebtedness on such debt securities not previously delivered to the trustee for cancellation, for principal and any premium and interest
to the date of such deposit (in the case of debt securities which have become due and payable) or to the stated maturity or redemption
date, as the case may be, and we or, if applicable, any guarantor, have paid all other sums payable under the applicable indenture.
If indicated in the applicable prospectus supplement,
we may elect either (1) to defease and be discharged from any and all obligations with respect to the debt securities of or within any
series (except in all cases as otherwise provided in the relevant indenture) (“legal defeasance”) or (2) to be released from
our obligations with respect to certain covenants applicable to the debt securities of or within any series (“covenant defeasance”),
upon the deposit with the relevant indenture trustee, in trust for such purpose, of money and/or government obligations which through
the payment of principal and interest in accordance with their terms will provide money in an amount sufficient to pay the principal
of (and premium, if any) or interest on such debt securities to maturity or redemption, as the case may be, and any mandatory sinking
fund or analogous payments thereon. As a condition to legal defeasance or covenant defeasance, we must deliver to the trustee an opinion
of counsel to the effect that the holders of such debt securities will not recognize income, gain or loss for federal income tax purposes
as a result of such legal defeasance or covenant defeasance and will be subject to federal income tax on the same amounts and in the
same manner and at the same times as would have been the case if such legal defeasance or covenant defeasance had not occurred. Such
opinion of counsel, in the case of legal defeasance under clause (i) above, must refer to and be based upon a ruling of the Internal
Revenue Service or a change in applicable federal income tax law occurring after the date of the relevant indenture. In addition, in
the case of either legal defeasance or covenant defeasance, we shall have delivered to the trustee (1) if applicable, an officer’s
certificate to the effect that the relevant debt securities exchange(s) have informed us that neither such debt securities nor any other
debt securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit and (2) an
officer’s certificate and an opinion of counsel, each stating that all conditions precedent with respect to such legal defeasance
or covenant defeasance have been complied with.
We may exercise our defeasance option with respect
to such debt securities notwithstanding our prior exercise of our covenant defeasance option.
Modification and Waiver
Under the indentures, unless an accompanying
prospectus supplement states otherwise, we and the applicable trustee may supplement the indentures for certain purposes which would
not materially adversely affect the interests or rights of the holders of debt securities of a series without the consent of those holders.
We and the applicable trustee may also modify the indentures or any supplemental indenture in a manner that affects the interests or
rights of the holders of debt securities with the consent of the holders of at least a majority in aggregate principal amount of the
outstanding debt securities of each affected series issued under the indenture. However, the indentures require the consent of each holder
of debt securities that would be affected by any modification which would:
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reduce the principal amount of debt securities whose
holders must consent to an amendment, supplement or waiver; |
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● |
reduce the principal of or change the fixed maturity
of any debt security or, except as provided in any prospectus supplement, alter or waive any of the provisions with respect to the
redemption of the debt securities; |
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reduce the rate of or change the time for payment
of interest, including default interest, on any debt security; |
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waive a default or event of default in the payment
of principal of or interest or premium, if any, on, the debt securities (except a rescission of acceleration of the debt securities
by the holders of at least a majority in aggregate principal amount of the then outstanding debt securities and a waiver of the payment
default that resulted from such acceleration); |
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make any debt security payable in money other than
that stated in the debt securities; |
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make any change in the provisions of the applicable
indenture relating to waivers of past defaults or the rights of holders of the debt securities to receive payments of principal of,
or interest or premium, if any, on, the debt securities; |
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waive a redemption payment with respect to any debt
security (except as otherwise provided in the applicable prospectus supplement); |
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except in connection with an offer by us to purchase
all debt securities, (1) waive certain events of default relating to the payment of dividends or (2) amend certain covenants relating
to the payment of dividends and the purchase or redemption of certain equity interests; |
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make any change to the subordination or ranking provisions
of the indenture or the related definitions that adversely affect the rights of any holder; or |
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make any change in the preceding amendment and waiver
provisions. |
The indentures permit the holders of at least
a majority in aggregate principal amount of the outstanding debt securities of any series issued under the indenture which is affected
by the modification or amendment to waive our compliance with certain covenants contained in the indentures.
Payment and Paying Agents
Unless otherwise indicated in the applicable
prospectus supplement, payment of interest on a debt security on any interest payment date will be made to the person in whose name a
debt security is registered at the close of business on the record date for the interest.
Unless otherwise indicated in the applicable
prospectus supplement, principal, interest and premium on the debt securities of a particular series will be payable at the office of
such paying agent or paying agents as we may designate for such purpose from time to time. Notwithstanding the foregoing, at our option,
payment of any interest may be made by check mailed to the address of the person entitled thereto as such address appears in the security
register.
Unless otherwise indicated in the applicable
prospectus supplement, a paying agent designated by us will act as paying agent for payments with respect to debt securities of each
series. All paying agents initially designated by us for the debt securities of a particular series will be named in the applicable prospectus
supplement. We may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change
in the office through which any paying agent acts, except that we will be required to maintain a paying agent in each place of payment
for the debt securities of a particular series.
All moneys paid by us to a paying agent for the
payment of the principal, interest or premium on any debt security which remain unclaimed at the end of two years after such principal,
interest or premium has become due and payable will be repaid to us upon request, and the holder of such debt security thereafter may
look only to us for payment thereof.
Denominations, Registrations and Transfer
Unless an accompanying prospectus supplement
states otherwise, debt securities will be represented by one or more global certificates registered in the name of a nominee for The
Depository Trust Company, or DTC. In such case, each holder’s beneficial interest in the global securities will be shown on the
records of DTC and transfers of beneficial interests will only be effected through DTC’s records.
A holder of debt securities may only exchange
a beneficial interest in a global security for certificated securities registered in the holder’s name if:
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we deliver to the trustee notice from DTC that it
is unwilling or unable to continue to act as depository or that it is no longer a clearing agency registered under the Exchange Act
and, in either case, a successor depositary is not appointed by us within 120 days after the date of such notice from DTC; |
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we in our sole discretion determine that the debt
securities (in whole but not in part) should be exchanged for definitive debt securities and deliver a written notice to such effect
to the trustee; or |
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there has occurred and is continuing a default or
event of default with respect to the debt securities. |
If debt securities are issued in certificated
form, they will only be issued in the minimum denomination specified in the accompanying prospectus supplement and integral multiples
of such denomination. Transfers and exchanges of such debt securities will only be permitted in such minimum denomination. Transfers
of debt securities in certificated form may be registered at the trustee’s corporate office or at the offices of any paying agent
or trustee appointed by us under the indentures. Exchanges of debt securities for an equal aggregate principal amount of debt securities
in different denominations may also be made at such locations.
Governing Law
The indentures and debt securities will be governed
by, and construed in accordance with, the laws of the State of New York, without regard to its principles of conflicts of laws, except
to the extent the Trust Indenture Act is applicable or as otherwise agreed to by the parties thereto.
Trustee
The trustee or trustees under the indentures
will be named in any applicable prospectus supplement.
Conversion or Exchange Rights
The prospectus supplement will describe the terms,
if any, on which a series of debt securities may be convertible into or exchangeable for our ordinary shares or other debt securities.
These terms will include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option.
These provisions may allow or require the number of shares of our ordinary shares or other securities to be received by the holders of
such series of debt securities to be adjusted. Any such conversion or exchange will comply with applicable Cayman Islands law and our
amended and restated memorandum and articles of association.
DESCRIPTION OF UNITS
We may issue units comprising one or more of
the other securities described in this prospectus in any combination. Each unit will be issued so that the holder of the unit is also
the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each
included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held
or transferred separately, at any time or at any time before a specified date or occurrence.
The applicable prospectus supplement may describe:
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the designation and terms of the units and of the
securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately; |
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any provisions for the issuance, payment, settlement,
transfer or exchange of the units or of the securities comprising the units; and |
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whether the units will be issued in fully registered
or global form. |
The applicable prospectus supplement will describe
the terms of any units. The preceding description and any description of units in the applicable prospectus supplement does not purport
to be complete and is subject to and is qualified in its entirety by reference to the unit agreement and, if applicable, collateral arrangements
and depository arrangements relating to such units.
DESCRIPTION OF SHARE PURCHASE
CONTRACTS AND SHARE PURCHASE UNITS
We may issue share purchase contracts, including
contracts obligating holders to purchase from us, and obligating us to sell to the holders, a specified number of ordinary shares or
other securities registered hereunder at a future date or dates, which we refer to in this prospectus as “share purchase contracts.”
The price per share of the securities and the number of shares of the securities may be fixed at the time the share purchase contracts
are issued or may be determined by reference to a specific formula set forth in the share purchase contracts.
The share purchase contracts may be issued separately
or as part of units consisting of a share purchase contract and debt securities, warrants, other securities registered hereunder, which
we refer to herein as “share purchase units.” The share purchase contracts may require holders to secure their obligations
under the share purchase contracts in a specified manner. The share purchase contracts also may require us to make periodic payments
to the holders of the share purchase units or vice versa, and those payments may be unsecured or refunded on some basis.
The share purchase contracts, and, if applicable,
collateral or depositary arrangements, relating to the share purchase contracts or share purchase units, will be filed with the SEC in
connection with the offering of share purchase contracts or share purchase units. The prospectus supplement relating to a particular
issue of share purchase contracts or share purchase units will describe the terms of those share purchase contracts or share purchase
units, including the following:
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if applicable, a discussion of material tax considerations;
and |
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any other information we think is important about
the share purchase contracts or the share purchase units. |
DESCRIPTION OF RIGHTS
We may issue rights to purchase ordinary shares
that we may offer to our securityholders. The rights may or may not be transferable by the persons purchasing or receiving the rights.
In connection with any rights offering, we may enter into a standby underwriting or other arrangement with one or more underwriters or
other persons pursuant to which such underwriters or other persons would purchase any offered securities remaining unsubscribed for after
such rights offering. Each series of rights will be issued under a separate rights agent agreement to be entered into between us and
a bank or trust company, as rights agent, that we will name in the applicable prospectus supplement. The rights agent will act solely
as our agent in connection with the rights and will not assume any obligation or relationship of agency or trust for or with any holders
of rights certificates or beneficial owners of rights.
The prospectus supplement relating to any rights
that we offer will include specific terms relating to the offering, including, among other matters:
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the date of determining the securityholders entitled
to the rights distribution; |
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the aggregate number of rights issued and the aggregate
number of ordinary shares purchasable upon exercise of the rights; |
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the conditions to completion of the rights offering; |
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the date on which the right to exercise the rights
will commence and the date on which the rights will expire; and |
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applicable tax considerations. |
Each right would entitle the holder of the rights
to purchase for cash the principal amount of debt securities or ordinary shares at the exercise price set forth in the applicable prospectus
supplement. Rights may be exercised at any time up to the close of business on the expiration date for the rights provided in the applicable
prospectus supplement. After the close of business on the expiration date, all unexercised rights will become void.
If less than all of the rights issued in any
rights offering are exercised, we may offer any unsubscribed securities directly to persons other than our security holders, to or through
agents, underwriters or dealers or through a combination of such methods, including pursuant to standby arrangements, as described in
the applicable prospectus supplement.
PLAN OF DISTRIBUTION
We may sell the securities described in this
prospectus through underwriters or dealers, through agents, directly to one or more purchasers, “at-the-market” offerings,
negotiated transactions, block trades or through a combination of these methods. The applicable prospectus supplement will describe
the terms of the offering of the securities, including:
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● |
the name or names of any underwriters, if any, and
if required, any dealers or agents, and the amount of securities underwritten or purchased by each of them, if any; |
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the public offering price or purchase price of the
securities from us and the net proceeds to us from the sale of the securities; |
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any underwriting discounts and other items constituting
underwriters’ compensation; |
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any discounts or concessions allowed or re-allowed
or paid to dealers; and |
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any securities exchange or market on which the securities
may be listed. |
We may distribute the securities from time to
time in one or more transactions at:
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a fixed price or prices, which may be changed; |
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● |
market prices prevailing at the time of sale; |
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varying prices determined at the time of sale related
to such prevailing market prices; or |
Only underwriters named in the prospectus supplement
will be underwriters of the securities offered by the prospectus supplement.
If we use underwriters in the sale, the underwriters
will either acquire the securities for their own account and may resell the securities from time to time in one or more transactions
at a fixed public offering price or at varying prices determined at the time of sale, or sell the Shares on a “best efforts, minimum/maximum
basis” when the underwriters agree to do their best to sell the securities to the public. We may offer the securities to the public
through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate. Any public offering price
and any discounts or concessions allowed or re-allowed or paid to dealers may change from time to time.
If we use a dealer in the sale of the securities
being offered pursuant to this prospectus or any prospectus supplement, the securities will be sold directly to the dealer, as principal.
The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale.
Our ordinary shares are listed on the Nasdaq
Capital Market. Unless otherwise specified in the related prospectus supplement, all securities we offer, other than ordinary shares,
will be new issues of securities with no established trading market. Any underwriter may make a market in these securities, but will
not be obligated to do so and may discontinue any market making at any time without notice. We may apply to list any series of warrants
or other securities that we offer on an exchange, but we are not obligated to do so. Therefore, there may not be liquidity or a trading
market for any series of securities.
We may sell the securities directly or through
agents we designate from time to time. We will name any agent involved in the offering and sale of securities and we will describe any
commissions we may pay the agent in the applicable prospectus supplement.
We may authorize agents or underwriters to solicit
offers by institutional investors to purchase securities from us at the public offering price set forth in the prospectus supplement
pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. We will describe the conditions
to these contracts and the commissions we must pay for solicitation of these contracts in the applicable prospectus supplement.
In connection with the sale of the securities,
underwriters, dealers or agents may receive compensation from us or from purchasers of the securities for whom they act as agents in
the form of discounts, concessions or commissions. Underwriters may sell the securities to or through dealers, and those dealers may
receive compensation in the form of discounts, concessions or commissions from the underwriters or commissions from the purchasers for
whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of the securities, and any institutional
investors or others that purchase securities directly and then resell the securities, may be deemed to be underwriters, and any discounts
or commissions received by them from us and any profit on the resale of the securities by them may be deemed to be underwriting discounts
and commissions under the Securities Act.
TAXATION
Cayman Islands Taxation
The Cayman Islands currently levies no taxes
on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance
tax or estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp
duties which may be applicable on instruments executed in, or after execution brought within the jurisdiction of the Cayman Islands.
The Cayman Islands is not party to any double tax treaties that are applicable to any payments made to or by our company. There are no
exchange control regulations or currency restrictions in the Cayman Islands.
Payments of dividends and capital in respect
of the shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend
or capital to any holder of the shares, nor will gains derived from the disposal of the shares be subject to Cayman Islands income or
corporation tax.
No stamp duty is payable in the Cayman Islands
in respect of the issue of the shares or on an instrument of transfer in respect of a share, except that stamp duty will be payable on
an instrument of transfer if it is executed in, or an original copy or brought into, the Cayman islands.
United States Federal Income Tax Considerations
Information regarding United States Federal Income
Tax Considerations is set forth under the heading “10.E. Taxation - United States Federal Income Tax Considerations” in our
most recent annual report on Form 20-F, which is incorporated in this prospectus by reference, as updated by our subsequent filings under
the Exchange Act.
EXPENSES
The following table sets forth the estimated
costs and expenses, other than underwriting discounts and commissions, payable by us in connection with the offering of the securities
being registered. All the amounts shown are estimates, except for the SEC registration fee.
SEC registration fee | |
$ | 33,060 | |
Financial Industry Regulatory Authority fee | |
$ | 45,500 | |
Legal fees and expenses | |
$ | * | |
Accounting fees and expenses | |
$ | * | |
Miscellaneous | |
$ | * | |
Total | |
$ | * | |
* | To
be provided by a prospectus supplement or as an exhibit to a report of foreign private issuer
on Form 6-K that is incorporated by reference into this registration statement.
Estimated solely for this item. Actual expenses may vary. |
MATERIAL CONTRACTS
Our material contracts are described in the documents
incorporated by reference into this prospectus. See “Incorporation of Documents by Reference” below.
MATERIAL CHANGES
Except as otherwise described in our most recent
annual report on Form 20-F, in our Reports on Form 6-K furnished under the Exchange Act and incorporated by reference herein and as disclosed
in this prospectus, no reportable material changes have occurred since March 31, 2023.
LEGAL MATTERS
We are being represented by Ortoli Rosenstadt
LLP with respect to certain legal matters as to United States federal securities and New York State law. The legality and validity
of the securities offered from time to time under this prospectus under the laws of the Cayman Islands was passed upon by Harney Westwood
& Riegels. Ortoli Rosenstadt LLP may rely upon Harney Westwood & Riegels with
respect to matters governed by Cayman Islands law.
If legal
matters in connection with offerings made pursuant to this prospectus are passed upon by counsel to underwriters, dealers, or agents,
such counsel will be named in the applicable prospectus supplement relating to any such offering.
EXPERTS
The consolidated financial statements for the
years ended March 31, 2023 and 2022, incorporated by reference in this prospectus have been so included in reliance on the report of
YCM CPA Inc., an independent registered public accounting firm, given on their authority as experts in accounting and auditing. The office
of YCM CPA Inc. is located at 2400 Barranca Pkwy, Ste 300, Irvine, CA 92606.
The consolidated financial statements for the
year ended March 31, 2021, incorporated by reference in this prospectus have been so included in reliance on the report of Friedman LLP
an independent registered public accounting firm, given on their authority as experts in accounting and auditing. Friedman LLP was merged
with Marcum LLP on September 1, 2022 and filed its application to withdraw the PCAOB registration on December 30, 2022. The office of
Friedman LLP was located at One Liberty Plaza, 165 Broadway 21st Floor, New York, NY 10006.
INTERESTS OF EXPERTS AND
COUNSEL
No named expert of or counselor to us was employed
on a contingent basis, or owns an amount of our shares (or those of our subsidiaries) which is material to that person, or has a material,
direct or indirect economic interest in us or that depends on the success of the offering.
ENFORCEABILITY OF CIVIL
LIABILITIES
We are incorporated under the laws of the Cayman
Islands as an exempted company with limited liability. We are incorporated in the Cayman Islands because of certain benefits associated
with being a Cayman Islands entity, such as political and economic stability, an effective judicial system, a favorable tax system, the
absence of exchange control or currency restrictions and the availability of professional and support services. However, the Cayman Islands
has a less developed body of securities laws as compared to the United States and provides protections for investors to a lesser extent.
In addition, Cayman Islands companies may not have standing to sue before the federal courts of the United States.
Substantially all of our assets are located
in Hong Kong. In addition, two of our seven directors and officers are nationals and/or residents of the United States. The other five
of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion
of such persons’ assets are located outside the United States. As a result, it may be difficult for investors to effect service
of process within the United States upon these persons or to enforce against us or them, judgments obtained in United States courts,
including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.
TOP Financial Group Ltd has appointed Cogency
Global Inc. as the agent to receive service of process with respect to any action brought against us under the securities laws of the
United States. Cogency Global Inc. will be engaged by the officers and directors who
are residents of a foreign country to accept service for any action under the civil liability provisions of the U.S. federal
securities laws against such officers and directors.
We have been advised by our counsel as to Cayman
Islands law that the United States and the Cayman Islands do not have a treaty providing for reciprocal recognition and enforcement of
judgments of courts of the United States in civil and commercial matters (other than in relation to arbitral awards) and that a final
judgment for the payment of money rendered by any general or state court in the United States based on civil liability, whether or not
predicated solely upon the U.S. federal securities laws, may not be enforceable in the Cayman Islands. We have also been advised by our
counsel as to Cayman Islands law that a final and conclusive judgment obtained in U.S. federal or state courts under which a sum of money
is payable as compensatory damages (i.e., not being a sum claimed by a revenue authority for taxes or other charges of a similar nature
by a governmental authority, or in respect of a fine or penalty or multiple or punitive damages) may be the subject of an action on a
debt at common law in the Grand Court of the Cayman Islands.
INCORPORATION OF DOCUMENTS
BY REFERENCE
The SEC allows us to “incorporate by
reference” into this prospectus the documents we file with, or furnish to, it, which means that we can disclose important information
to you by referring you to these documents. The information that we incorporate by reference into this prospectus forms a part of this
prospectus. When we update the information contained in documents that have been incorporated by reference by making future filings with
the SEC, the information incorporated by reference in this prospectus is considered to be automatically updated and superseded. In other
words, in the case of a conflict or inconsistency between information contained in this prospectus and information incorporated by reference
into this prospectus, you should rely on the information contained in the document that was filed later.
We incorporate by reference into this prospectus the documents listed
below:
|
● |
our Annual report on Form
20-F for the fiscal year ended March 31, 2023, filed with the SEC on June 30, 2023; |
|
|
|
|
● |
our report of foreign private
issuer on Form 6-K,
furnished to the SEC on June 30, 2023; |
|
|
|
|
● |
the description of our ordinary shares contained in
our registration statement on Form
8-A, filed with the SEC on May 25, 2022, and any amendment or report filed for the purpose of updating such description; |
|
|
|
|
● |
any future annual reports on Form 20-F filed with
the SEC after the date of this prospectus and prior to the termination of the offering of the securities offered by this prospectus;
and |
|
|
|
|
● |
any future reports of foreign private issuer on Form
6-K that we furnish to the SEC after the date of this prospectus that are identified in such reports as being incorporated by reference
into the registration statement of which this prospectus forms a part. |
Any statement contained in a document that is
incorporated by reference into this prospectus will be deemed to be modified or superseded for the purposes of this prospectus to the
extent that a statement contained in this prospectus, or in any other subsequently filed document which also is or is deemed to be incorporated
by reference into this prospectus, modifies or supersedes that statement. The modifying or superseding statement does not need to state
that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes.
Unless expressly incorporated by reference, nothing
in this prospectus shall be deemed to incorporate by reference information furnished to, but not filed with, the SEC. Copies of all documents
incorporated by reference in this prospectus, other than exhibits to those document unless such exhibits are specially incorporated by
reference in this prospectus, will be provided at no cost to each person, including any beneficial owner, who receives a copy of this
prospectus on the written or oral request of that person made to:
TOP Financial Group Limited
118 Connaught Road West
Room 1101
+852-3107-0731
ir@zyzq.com.hk
You should rely only on the information that
we incorporate by reference or provide in this prospectus. We have not authorized anyone to provide you with different information. We
are not making any offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume
that the information contained or incorporated in this prospectus by reference is accurate as of any date other than the date of the
document containing the information.
WHERE YOU CAN FIND ADDITIONAL
INFORMATION
As permitted by SEC rules, this prospectus omits
certain information and exhibits that are included in the registration statement of which this prospectus forms a part. Since this prospectus
may not contain all of the information that you may find important, you should review the full text of these documents. If we have filed
a contract, agreement, or other document as an exhibit to the registration statement of which this prospectus forms a part, you should
read the exhibit for a more complete understanding of the document or matter involved. Each statement in this prospectus, including statements
incorporated by reference as discussed above, regarding a contract, agreement, or other document is qualified in its entirety by reference
to the actual document.
We are subject to periodic reporting and other
informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we are required to file
reports, including annual reports on Form 20-F, and other information with the SEC. All information filed with the SEC can be inspected
over the Internet at the SEC’s website at www.sec.gov and copied at the public reference facilities maintained by the SEC at 100
F Street, N.E., Washington, D.C. 20549. You can request copies of these documents, upon payment of a duplicating fee, by writing to the
SEC.
As a foreign private issuer, we are exempt under
the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our executive
officers, directors, and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in
Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic or current reports
and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange
Act.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item
8. Indemnification of Directors and Officers
Cayman Islands law does not limit the extent
to which a company’s amended and restated memorandum and articles of association may provide for indemnification of officers and
directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as
to provide indemnification against civil fraud or the consequences of committing a crime. Our amended and restated memorandum and articles
of association provide for indemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities
as such unless such losses or damages arise from their own willful neglect or default.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have
been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is
therefore unenforceable as a matter of United States law.
Any underwriting agreement entered into in connection
with an offering of securities will also provide for indemnification of us and our officers and directors in certain cases.
Item
9. Exhibits
The following exhibits are attached hereto:
+ |
Filed
herewith |
|
|
* | To be filed, if necessary, after effectiveness
of this registration statement by an amendment to the registration statement or incorporated
by reference to a Current Report on Form 6-K filed in connection with an underwritten offering
of the shares offered hereunder. |
| |
** | To be filed in accordance with the requirements of Section
305(b)(2) of the Trust Indenture Act of 1939, as amended. |
| |
*** | Filed Previously |
Item
10. Undertakings
The undersigned Registrant hereby undertakes:
|
(1) |
To file, during any period in which offers or sales of securities are
being made, a post-effective amendment to this registration statement: |
|
(i) |
To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933; |
|
(ii) |
To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more
than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the
effective registration statement; and |
|
(iii) |
To include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material change to such information in the registration statement. |
|
(2) |
That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
|
(3) |
To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of the offering. |
|
(4) |
To file a post-effective amendment to the registration statement to
include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous
offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided
that the Registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to
this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current
as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a
post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act
or Rule 3-19 of Regulation S-X if such financial statements and information are contained in periodic reports filed with or furnished
to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the Form F-3. |
|
(5) |
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
|
(i) |
If the registrant is relying on Rule 430B: |
|
(a) |
Each prospectus filed by the registrant pursuant to Rule 424(b)(3)
shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the
registration statement; and |
|
(b) |
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5),
or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i),
(vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed
to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in
Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to
be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus
relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided,
however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement
that was made in the registration statement or prospectus that was part of the registration statement or made in any such document
immediately prior to such effective date; or |
|
(ii) |
If the registrant is subject to Rule 430C, each prospectus filed pursuant
to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B
or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement
as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior
to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such date of first use. |
|
(6) |
That, for the purpose of determining liability of the registrant under
the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes
that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer
or sell such securities to such purchaser: |
|
(i) |
Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424; |
|
(ii) |
Any free writing prospectus relating to the offering prepared by or
on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
|
(iii) |
The portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant;
and |
|
(iv) |
Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser. |
|
(b) |
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof. |
|
(h) |
If any provision or arrangement exists whereby the Registrant may indemnify
a director, officer or controlling person of the registrant against liabilities arising under the Securities Act, or the underwriting
agreement contains a provision whereby the Registrant indemnifies the underwriter or controlling persons of the underwriter against
such liabilities and a director, officer or controlling person of the registrant is such an underwriter or controlling person thereof
or a member of any firm which is such an underwriter, and the benefits of such indemnification are not waived by such persons, insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion
of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue. |
| (i) | Not applicable. |
| | |
| (j) | The undersigned registrant hereby undertakes
to file an application for the purpose of determining the eligibility of the trustee to act
under subsection (a) of section 310 of the Trust Indenture Act (“Act”) in accordance
with the rules and regulations prescribed by the Commission under section 305(b)(2) of the
Act. |
| | |
| (k) | Not applicable. |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hong
Kong, on September 29, 2023.
|
TOP Financial Group Limited |
|
|
|
Date: September 29, 2023 |
By: |
/s/ Ka
Fai Yuen |
|
|
Ka Fai Yuen |
|
|
Chief Executive Officer and Director
(Principal Executive Officer) |
|
|
|
Date: September 29, 2023 |
By: |
/s/ Yung
Yung Lo |
|
|
Yung Yung Lo |
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer) |
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
|
Capacity |
|
Date |
|
|
|
|
|
/s/ Ka
Fai Yuen |
|
Chief
Executive Officer and Director |
|
September 29, 2023 |
Ka Fai Yuen |
|
(Principal
Executive Officer) |
|
|
|
|
|
|
|
/s/ Yung
Yung Lo |
|
Chief
Financial Officer |
|
September 29, 2023 |
Yung Yung Lo |
|
(Principal
Financial Officer and Principal Accounting Officer) |
|
|
|
|
|
|
|
/s/
Jennifer Hoi Ling Tam |
|
Chief
Operating Officer |
|
September 29, 2023 |
Jennifer Hoi Ling Tam |
|
|
|
|
|
|
|
|
|
/s/
Junli Yang |
|
Director
(Chairwoman) |
|
September 29, 2023 |
Junli Yang |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
September 29, 2023 |
Anthony S. Chan |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
September 29, 2023 |
Mau Chung Ng |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
September 29, 2023 |
Mei Cai |
|
|
|
|
*By: |
/s/ Ka Fai Yuen |
|
|
Name:
Ka Fai Yuen |
|
|
Attorney-in-fact |
|
SIGNATURE OF AUTHORIZED UNITED STATES REPRESENTATIVE
OF THE REGISTRANT
Pursuant to the requirements of the Securities
Act of 1933, the Registrant’s duly authorized representative has signed this registration statement on Form F-3, in the City of
New York, New York, on September 29, 2023.
|
COGENCY GLOBAL INC. |
|
|
|
|
By: |
/s/ Colleen A. De Vries |
|
|
Name: |
Colleen A. De Vries |
|
|
Title: |
Senior Vice-President on behalf of Cogency Global Inc. |
II-5
Exhibit
23.1
![](https://www.sec.gov/Archives/edgar/data/1848275/000121390023080910/ex23-1_001.jpg)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We consent to the inclusion in this Amendment
No.4 to the Registration Statement on Form F-3 of our report dated June 29, 2023, with respect to the consolidated balance sheets of TOP
Financial Group Limited and its subsidiaries as of March 31, 2023 and 2022, and the related consolidated statements of income and comprehensive
income, changes in shareholders’ equity and cash flows for the years ended March 31, 2023 and 2022. We also consent to the reference
to our firm under the heading “Experts” in the Registration Statement.
/s/ YCM CPA, Inc.
PCAOB ID
6781
Irvine, California
September 29, 2023
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We hereby consent to the incorporation by reference
in the amendment No. 4 to this Registration Statement on Form F-3 of TOP Financial Group Limited (formerly “Zhong Yang Financial
Group Limited”) of our report dated September 10, 2021, relating to the consolidated statements of income and comprehensive income,
changes in shareholders’ equity, and cash flows of TOP Financial Group Limited and its subsidiaries for the year ended March 31,
2021. We also consent to the reference to our firm under the heading “Experts” in such Registration Statement. We were dismissed
as auditors of TOP Financial Group Limited on June 26, 2022 and, accordingly, we have not performed any audit procedures with respect
to any financial statements of TOP Financial Group Limited and its subsidiaries appearing in such Registration Statement for the periods
after March 31, 2021.
/s/ Friedman LLP
New York, New York
September 29, 2023
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