Correspondence 0001213900-23-070286 from TOP Financial Group Ltd (TOP)
TOP Financial Group Ltd
Date: Aug. 23, 2023 · CIK: 0001848275 · Accession: 0001213900-23-070286
AI Filing Summary & Sentiment
File numbers found in text: 333-273066
Referenced dates: August 17, 2023
Letter
TOP Financial Group Ltd
118 Connaught Road West
Room 1101
Hong Kong
August 23, 2023
Via Edgar Correspondence
Division of Corporation Finance
Office of Manufacturing
U.S. Securities Exchange Commission
100 F Street, NE
Washington, D.C., 20549
Attn: John Stickel
Chris Windsor
Re:
TOP Financial Group Ltd
Amendment No. to the Registration Statement on Form F-3
Filed July 21, 2023
File Number 333-273066
Mr. Stickel and Mr. Windsor,
This letter is in response to the letter dated August 17, 2023 from the staff (the “Staff”) of the U.S. Securities Exchange Commission (“SEC”) addressed to TOP Financial Group Ltd (the “Company”, “we”, and “our”). For ease of reference, we have recited SEC’s comments in this response and numbered them accordingly. An amendment No.2 to the registration statement on Form F-3 (the “Amendment No.2 to Registration Statement”) is being submitted to accompany this 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.
RESPONSE: We note the Staff’s comment, and in response hereto, respectfully advise the Staff that we have revised page 27 in the Amendment No.2 to Registration Statement to clarify this 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 jurisdictions other than the United States. Revise this section to clarify this inconsistency.
RESPONSE: We note the Staff’s comment, and in response hereto, respectfully clarify for the Staff that some of our directors and officers are nationals or residents of the United States. We have revised page 27 in the Amendment No.2 to Registration Statement. We will make sure to reflect such fact in future filings.
We hope this response has addressed all of the Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein, please contact our securities counsel William S. Rosenstadt, Esq., or Mengyi “Jason” Ye, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal or jye@orllp.legal.
TOP Financial Group Limited.
/s/ Ka Fai Yuen
Name: Ka Fai Yuen
Title: Chief Executive Officer
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filename1.htm
TOP Financial Group Ltd
118 Connaught Road West
Room 1101
Hong Kong
August 23, 2023
Via Edgar Correspondence
Division of Corporation Finance
Office of Manufacturing
U.S. Securities Exchange Commission
100 F Street, NE
Washington, D.C., 20549
Attn:
John Stickel
Chris Windsor
Re:
TOP Financial Group Ltd
Amendment No. to the Registration Statement
on Form F-3
Filed July 21, 2023
File Number 333-273066
Mr. Stickel and Mr. Windsor,
This letter is in response to the letter dated
August 17, 2023 from the staff (the “Staff”) of the U.S. Securities Exchange Commission (“SEC”) addressed to TOP
Financial Group Ltd (the “Company”, “we”, and “our”). For ease of reference, we have recited SEC’s
comments in this response and numbered them accordingly. An amendment No.2 to the registration statement on Form F-3 (the “Amendment
No.2 to Registration Statement”) is being submitted to accompany this 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.
RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have revised page 27 in the Amendment No.2 to Registration Statement to
clarify this 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 jurisdictions other than the United States. Revise this section to clarify this inconsistency.
RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully clarify for the Staff that some of our directors and officers are nationals or residents of the
United States. We have revised page 27 in the Amendment No.2 to Registration Statement. We will make sure to reflect such fact in future
filings.
We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our securities counsel William S. Rosenstadt, Esq., or Mengyi “Jason” Ye, Esq. of Ortoli Rosenstadt LLP at
wsr@orllp.legal or jye@orllp.legal.
TOP Financial Group Limited.
/s/ Ka Fai Yuen
Name:
Ka Fai Yuen
Title:
Chief Executive Officer