SEC Comment Letter 0000000000-23-009010 to TOP Financial Group Ltd (TOP)
TOP Financial Group Ltd
Date: Aug. 17, 2023 · CIK: 0001848275 · Accession: 0000000000-23-009010
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-273066
Letter
United States securities and exchange commission logo August 17, 2023 Ka Fai Yuen Chief Executive Officer TOP Financial Group Ltd 118 Connaught Road West Room 1101 Hong Kong Re:TOP Financial Group Ltd Registration Statement on Form F-3 Filed June 30, 2023 File Number 333-273066 Dear Ka Fai Yuen: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our [Month day, year] letter. Registration Statement on Form F-3 Amended July 21, 2023 Enforceability of Civil Liabilities, page 27 1.We note that you state that "substantially all our assets are located in the United States." However, your 20-F for the fiscal year ended March 31, 2023 states that substantially all your assets are located in Hong Kong. Revise the registration statement to clarify this apparent inconsistency. 2.Your registration statement states that "some" of your directors and officers are residents or citizens of countries "other than the United States." The 20-F for the fiscal year ended March 31, 2023 states that "all" of your directors and officers are nationals or residents of
FirstName LastNameKa Fai Yuen Comapany NameTOP Financial Group Ltd August 17, 2023 Page 2 FirstName LastName Ka Fai Yuen TOP Financial Group Ltd August 17, 2023 Page 2 jurisdictions other than the United States. Revise this section to clarify this inconsistency. You may contact John Stickel at (202) 551-3324 or Chris Windsor, Legal Branch Chief, at (202) 551-3419 with any questions. Sincerely, Division of Corporation Finance Office of Finance
Show Raw Text
United States securities and exchange commission logo
August 17, 2023
Ka Fai Yuen
Chief Executive Officer
TOP Financial Group Ltd
118 Connaught Road West
Room 1101
Hong Kong
Re:TOP Financial Group Ltd
Registration Statement on Form F-3
Filed June 30, 2023
File Number 333-273066
Dear Ka Fai Yuen:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our [Month day, year] letter.
Registration Statement on Form F-3 Amended July 21, 2023
Enforceability of Civil Liabilities, page 27
1.We note that you state that "substantially all our assets are located in the United States."
However, your 20-F for the fiscal year ended March 31, 2023 states that substantially all
your assets are located in Hong Kong. Revise the registration statement to clarify this
apparent inconsistency.
2.Your registration statement states that "some" of your directors and officers are residents
or citizens of countries "other than the United States." The 20-F for the fiscal year ended
March 31, 2023 states that "all" of your directors and officers are nationals or residents of
FirstName LastNameKa Fai Yuen
Comapany NameTOP Financial Group Ltd
August 17, 2023 Page 2
FirstName LastName
Ka Fai Yuen
TOP Financial Group Ltd
August 17, 2023
Page 2
jurisdictions other than the United States. Revise this section to clarify this inconsistency.
You may contact John Stickel at (202) 551-3324 or Chris Windsor, Legal Branch Chief,
at (202) 551-3419 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance