SecProbe.io

December 19, 2024
Ka Fai Yuen
Chief Executive Officer
TOP Financial Group Limited
118 Connaught Road West
Room 1101
Hong Kong
Re:TOP Financial Group Limited
Post-Effective Amendment No. 1 to Registration Statement on Form F-3
Filed December 2, 2024
File No. 333-273066
Dear Ka Fai Yuen:
            We have reviewed your post-effective amendment and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Post-Effective Amendment No. 1 to Registration Statement on Form F-3
General
1.We note that you appear to be relying on General Instruction I.B.5 of Form F-3 to
conduct a limited primary offering. Please confirm whether you are relying on this
instruction, and if so, provide the disclosure required by Instruction 7 to General
Instruction I.B.5 of Form F-3.
2.Please confirm that you will include in future Exchange Act filings all applicable
disclosures you include, or will include, in this registration statement in response to
our comments.
Cover Page
Please disclose prominently on the prospectus cover page that you are not a Hong
Kong operating company but a Cayman Islands holding company with operations 3.

December 19, 2024
Page 2
primarily conducted by your subsidiaries based in Hong Kong and that this structure
involves unique risks to investors. Disclose that investors may never hold equity
interests in the Hong Kong operating subsidiaries. Your disclosure should
acknowledge that Chinese regulatory authorities could disallow this structure, which
would likely result in a material change in your operations and/or a material change in
the value of the securities you are registering for sale, including that it could cause the
value of such securities to significantly decline or become worthless. Provide a cross-
reference to your detailed discussion of risks facing the company and the offering as a
result of this structure, including within any disclosure you incorporate by reference,
as applicable.
4.Provide prominent disclosure about the legal and operational risks associated with
being based in or having the majority of the company’s operations in Hong Kong.
Your disclosure should make clear whether these risks could result in a material
change in your operations and/or the value of the securities you are registering for sale
or could significantly limit or completely hinder your ability to offer or continue to
offer securities to investors and cause the value of such securities to significantly
decline or be worthless. Your disclosure should address how recent statements and
regulatory actions by China’s government, such as those related to data security or
anti-monopoly concerns, have or may impact the company’s ability to conduct its
business, accept foreign investments, or list on a U.S. or other foreign exchange.
Please disclose the location of your auditor’s headquarters and whether and how the
Holding Foreign Companies Accountable Act, as amended by the Consolidated
Appropriations Act, 2023, and related regulations will affect your company.
5.Clearly disclose how you will refer to the holding company and subsidiaries when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries are conducting the business
operations. Refrain from using terms such as “we” or “our” when describing activities
or functions of a subsidiary. For example, disclose, if true, that your subsidiaries
primarily conduct operations in Hong Kong and that the holding company does not
conduct operations. Disclose clearly the entity (including the domicile) in which
investors are purchasing an interest.
6.Provide a description of how cash is transferred through your organization and
disclose your intentions to distribute earnings or settle amounts owed under applicable
agreements. State whether any transfers, dividends, or distributions have been made to
date between the holding company and its subsidiaries, or to investors, and quantify
the amounts where applicable. Provide cross-references to the condensed
consolidating schedule and the consolidated financial statements.
Prospectus Summary, page 1
Provide a clear description of how cash is transferred through your organization.
Disclose your intentions to distribute earnings or settle amounts owed under your
operating structure. Quantify any cash flows and transfers of other assets by type that
have occurred between the holding company and its subsidiaries, and direction of
transfer. Quantify any dividends or distributions that a subsidiary has made to the
holding company and which entity made such transfer, and their tax consequences. 7.

December 19, 2024
Page 3
Similarly quantify dividends or distributions made to U.S. investors, the source, and
their tax consequences. Your disclosure should make clear if no transfers, dividends,
or distributions have been made to date. Describe any restrictions on foreign exchange
and your ability to transfer cash between entities, across borders, and to U.S.
investors. Describe any restrictions and limitations on your ability to distribute
earnings from the company, including your subsidiaries, to the parent company and
U.S. investors as well as the ability to settle amounts owed under applicable
agreements.
8.In your next post-effective amendment, please include a summary of your
enforcement of civil liabilities disclosure within the Prospectus Summary.
9.We note the following disclosures in your summary of key information under Item 3
of the Form 20-F for the fiscal year ended March 31, 2024 and incorporated by
reference:
•Under “Permission Required from the Hong Kong Authorities” you disclose at
page 6 that "[n]either we nor any of our subsidiaries are required to obtain any
permission or approval from Hong Kong authorities to offer the securities of
TFGL to foreign investors."
•Under “Recent Regulatory Development in the PRC” you disclose at page 7 that
"[i]n connection with our issuance of securities to foreign investors, under current
PRC laws, regulations and regulatory rules...we do not believe we are currently
required to obtain permissions from or complete any filing with the CSRC, or
required to go through cybersecurity review by the CAC...."
Please disclose how you reached your conclusions, including whether you are relying
on the opinion of counsel. If you relied on advice of counsel, you should identify
counsel and file the consent of counsel as an exhibit to the registration statement. If
you did not consult counsel, you should explain why. Please include any revised
disclosure directly within the Prospectus Summary section of your next post-effective
amendment filing.
Risk Factors, page 6
10.Similarly, we note the following risk factors included in your March 31, 2024 Form
20-F, in which you do not clearly state whether your conclusions are based upon the
advice of counsel:
•“We may become subject to a variety of PRC laws and other obligations
regarding data security offerings...” (page 12); and
•“The enforcement of foreign civil liabilities in the Cayman Islands and Hong
Kong...” (pages 13 – 14).
Please address the substance of our preceding comment above with respect to these
risk factors, and include any revised disclosure directly within the Risk Factors
section of your next post-effective amendment filing.
Enforceability of Civil Liabilities, page 27
We note your disclosure that five of your seven directors and officers are nationals
and/or residents of countries other than the United States. Please revise to clarify
whether any of such individuals are located in Hong Kong or the PRC. If so, please 11.

December 19, 2024
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identify the relevant individuals and discuss, both here and in a related risk factor, the
difficulty of bringing actions against them and enforcing judgments against them.
12.We note the following revisions in the section titled "Enforceability of Civil
Liabilities" on page 27 of your post-effective amendment filing as compared to your
disclosure in the same section in your IPO registration statement on Form F-1 (333-
259441), which was declared effective on May 31, 2022:
•You removed your disclosure that "there is uncertainty as to whether the courts of
the Cayman Islands would (1) recognize or enforce judgments of U.S. courts
obtained against us or our directors or officers that are predicated upon the civil
liability provisions of the federal securities laws of the United States or the
securities laws of any state in the United States, or (2) entertain original actions
brought in the Cayman Islands against us or our directors or officers that are
predicated upon the federal securities laws of the United States or the securities
laws of any state in the United States." Additionally, you removed the name of
previously-identified Cayman counsel whose advice you have relied upon for
your disclosures in this section.
•You removed your disclosure regarding enforceability of civil liabilities in Hong
Kong, including your statement that such disclosure is based upon the advice of
previously-identified Hong Kong counsel.
Please restore your disclosures in these areas, or provide us with your analysis as to
why such changes are appropriate. Additionally, please file the consent of counsel(s)
to the extent applicable and required. Refer to Item 601(b)(23) of Regulation S-K.
Exhibits
13.Please revise the exhibit index to include the consent of counsels. See Item 601(b)(23)
of Regulation S-K. Note that if counsel’s consent is included in another exhibit, you
may indicate this in the exhibit index.
14.We note that the auditor's consent filed as Exhibit 23.1 refers to the registration
statement as "Amendment No. 1 to Form F-3," although it is the first post-effective
amendment to your registration statement on Form F-3. Please file a revised signed
consent that clarifies the filing referenced.
15.Please refer to your fee table filed as Exhibit 107 and address the following points:
•Revise to identify the “Ordinary Shares” as “Class A Ordinary Shares,” or advise.
•We note from the prospectus cover page that you may offer share purchase
contracts and share purchase units, among others, from time to time. Please revise
the fee table to include all securities you are seeking to register for sale, including
the share purchase contracts and share purchase units.

December 19, 2024
Page 5
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact David Gessert at 202-551-2326 or David Lin at 202-551-3552 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Yuning Bai