Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
October 18 2024 - 4:05PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of October 2024
Commission
File Number: 001-41407
TOP
FINANCIAL GROUP LIMITED
(Translation
of registrant’s name into English)
118
Connaught Road West
Room
1101
Hong
Kong
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
On
December 20, 2023, the shareholders of TOP Financial Group Limited (the “Company”) passed a resolution to authorize the board
of directors of the Company (the “Board”) to, at its discretion without further approval of the shareholders, adopt a dual-class
share capital structure and:
| (a) | reclassify
all ordinary shares of the Company issued and outstanding into class A ordinary shares of
the Company with a par value of US$0.001 each (the “Class A Ordinary Shares”)
with one (1) vote per share and with other rights attached to such shares as set forth in
the second amended and restated memorandum and articles of association of the Company (the
“M&A”) on a one for one basis; |
| (b) | redesignate
10,000,000 authorized but unissued ordinary shares of the Company into10,000,000 class B
ordinary shares of the Company with a par value of US$0.001 each (the “Class B Ordinary
Shares”) with fifty (50) votes per share and with other rights attached to it in the
M&A on a one for one basis; and |
| (c) | redesignate
the remaining authorized but unissued ordinary shares of the Company into Class A Ordinary
Shares on a one for one basis, |
(the
“Reclassification and Redesignation”).
On
October 3, 2024, the Board of the Company has approved the Reclassification and Redesignation, and the dual-class share capital structure
was effective immediately.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Date: October 18, 2024 |
TOP FINANCIAL
GROUP LIMITED |
|
|
|
|
By: |
/s/ Ka
Fai Yuen |
|
Name: |
Ka Fai Yuen |
|
Title: |
Chief Executive Officer |
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