SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 26, 2025

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. 2 to Registration Statement on Form F-3
 Filed March 14, 2025
 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. Unless
we note
otherwise, any references to prior comments are to comments in our December 19,
2024,
letter.

Post-Effective Amendment No. 2 to Registration Statement on Form F-3
General

1. On the prospectus cover page and page 10, in the paragraph beginning
with, "Under
 the current practice of the Inland Revenue Department of Hong Kong...,"
you disclose
 that, "The laws and regulations of the PRC on currency conversion
control do not
 currently have any material impact on the transfer of cash....There are
no restrictions
 or limitations under the laws of Hong Kong imposed on the conversion of
HK dollar
 into foreign currencies and the remittance of currencies out of Hong
Kong...." Please
 revise your disclosures in this paragraph to disclose that there is no
assurance the PRC
 government will not intervene in or impose restrictions on the ability
of you or your
 subsidiaries to transfer cash or assets.
 March 26, 2025
Page 2

2. We note your tabular disclosures in response to prior comments 6 and 7,
respectively,
 on the prospectus cover page and page 10 regarding certain cash transfers
and/or
 transfers of other assets between the company and its subsidiaries during
the six
 months ended September 30, 2024 and the fiscal years ended March 31,
2024, 2023
 and 2022. To the extent applicable, please revise your disclosures to
disclose your
 intentions to settle any respective amounts owed between the company and
its
 subsidiaries and quantify such amounts as of the latest practicable date,
or advise
 otherwise.
Cover Page

3. We note your revised disclosure in response to prior comment 1. Please
further revise
 the outside front cover of the prospectus to disclose the amount of all
securities
 offered pursuant to General Instruction I.B.5. during the prior 12
calendar month
 period that ends on, and includes, the date of the prospectus. Refer to
Instruction 7 to
 General Instruction I.B.5 of Form F-3.
4. We note your disclosure on the prospectus cover page and pages 7 and 13
that the
 Guangdong Wesley Law Firm, your counsel with respect to PRC legal
matters, has
 advised you that you "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 supplementally confirm whether the phrase "are currently
required"
 contains a typographical error and should read "are not currently
required." In this
 regard, we note your subsequent disclosures that you may be subject to
repercussions
 if you "inadvertently conclude that certain regulatory permissions and
approvals are
 not required." Please revise to clarify and/or reconcile your
disclosures, as
 appropriate.
5. In the ninth paragraph of the prospectus cover page, please revise to
include
 the correct page number in your Risk Factor cross reference.
6. We refer to the paragraph on the prospectus cover page beginning with,
"Should the
 Chinese government choose to exercise significant oversight and
discretion...." Please
 revise to address the following points:
 You state that, "Should the Chinese government choose to exercise
significant
 oversight and discretion over the conduct of [y]our business, they
may intervene
 in or influence the operations." Please revise to clearly state that
the Chinese
 government may exercise significant oversight and discretion over the
conduct of
 your business and may intervene in or influence your operations at
any time.
 In the second bullet of this paragraph, you state that the Chinese
government's
 actions "could hinder [y]our ability to continue to offer securities
to
 investors." Please revise to clearly state that such governmental
actions could
 significantly limit or completely hinder your ability to offer or
continue to offer
 securities to investors. Refer to prior comment 4.
 In the third bullet of this paragraph, you state that the Chinese
government's
 actions "may cause the value of [y]our Class A ordinary shares to
significantly
 decline or be worthless" (emphasis added). Please revise to clarify
that such
 actions may cause the value of your securities (not just Class A
ordinary shares)
 to significantly decline or be worthless. Also, please make
corresponding changes
 March 26, 2025
Page 3

 elsewhere on the prospectus cover page and throughout your filing, as
applicable.

 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
</TEXT>
</DOCUMENT>