SEC Comment Letter 0000000000-23-010689 to TOP Financial Group Ltd (TOP)
TOP Financial Group Ltd
Date: Sept. 27, 2023 · CIK: 0001848275 · Accession: 0000000000-23-010689
AI Filing Summary & Sentiment
File numbers found in text: 333-273066
Letter
United States securities and exchange commission logo September 27, 2023 Ka Fai Yuen Chief Executive Officer TOP Financial Group Ltd 118 Connaught Road West Room 1101 Hong Kong Re:TOP Financial Group Ltd Amendment No. 3 to Registration Statement on Form F-3 Filed September 21, 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 September 21, 2023 Enforceability of Civil Liabilities, page 27 1.We note your response to prior comment 2 and reissue in part. Please revise to clarify whether Cogency will accept service for any action under the civil liability provisions of the U.S. federal securities laws against any of its officers and directors who are residents of a foreign country in any appropriate court. See Item 101(g) of Regulation S-K.
FirstName LastNameKa Fai Yuen Comapany NameTOP Financial Group Ltd September 27, 2023 Page 2 FirstName LastName Ka Fai Yuen TOP Financial Group Ltd September 27, 2023 Page 2 You may contact John Stickel at (202) 551-3324 or Chris Windsor at (202) 551- 3419 with any questions. Sincerely, Division of Corporation Finance Office of Finance
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United States securities and exchange commission logo
September 27, 2023
Ka Fai Yuen
Chief Executive Officer
TOP Financial Group Ltd
118 Connaught Road West
Room 1101
Hong Kong
Re:TOP Financial Group Ltd
Amendment No. 3 to Registration Statement on Form F-3
Filed September 21, 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 September 21, 2023
Enforceability of Civil Liabilities, page 27
1.We note your response to prior comment 2 and reissue in part. Please revise to
clarify whether Cogency will accept service for any action under the civil liability
provisions of the U.S. federal securities laws against any of its officers and directors who
are residents of a foreign country in any appropriate court. See Item 101(g) of Regulation
S-K.
FirstName LastNameKa Fai Yuen
Comapany NameTOP Financial Group Ltd
September 27, 2023 Page 2
FirstName LastName
Ka Fai Yuen
TOP Financial Group Ltd
September 27, 2023
Page 2
You may contact John Stickel at (202) 551-3324 or Chris Windsor at (202) 551-
3419 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance