Correspondence 0001213900-23-080596 from TOP Financial Group Ltd (TOP)
TOP Financial Group Ltd
Date: Sept. 28, 2023 · CIK: 0001848275 · Accession: 0001213900-23-080596
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-273066
Referenced dates: September 27, 2023
Letter
TOP Financial Group Ltd
118 Connaught Road West
Room 1101
Hong Kong
September 28, 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.3 to the Registration Statement on Form F-3
Filed September 21, 2023
File Number 333-273066
Mr. Stickel and Mr. Windsor,
This letter is in response to the letter dated September 27, 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.3 to the registration statement on Form F-3 (the “Amendment No.4 to the Registration Statement”) is being submitted to accompany this 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.
RESPONSE: We note the Staff’s comment, and in response hereto, respectfully advise the Staff that we have further revised page 27 in the Amendment No.4 to the Registration Statement to clarify that it may be difficult for investors to effect service of process within the United States upon the officers and directors who are residents of a foreign country or to enforce against us or these people, judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. TOP Financial Group Ltd has appointed Cogency Global Inc. as the agent to receive service of process with respect to any action brought against us under the securities laws of the United States. Cogency Global Inc. has also been engaged by the officers and directors who are residents of a foreign country to accept service for any action under the civil liability provisions of the U.S. federal securities laws against such officers and directors.
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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TOP Financial Group
Ltd
118 Connaught Road West
Room 1101
Hong Kong
September 28, 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.3 to the Registration Statement
on Form F-3
Filed September 21, 2023
File Number 333-273066
Mr. Stickel and Mr. Windsor,
This letter is in response to the letter dated
September 27, 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.3 to the registration statement on Form F-3 (the “Amendment
No.4 to the Registration Statement”) is being submitted to accompany this 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.
RESPONSE: We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have further revised page 27 in the Amendment No.4 to the Registration
Statement to clarify that it may be difficult for investors to effect service of process within the United States upon the officers and
directors who are residents of a foreign country or to enforce against us or these people, judgments obtained in United States courts,
including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.
TOP Financial Group Ltd has appointed Cogency Global Inc. as the agent to receive service of process with respect to any action brought
against us under the securities laws of the United States. Cogency Global Inc. has also been engaged by the officers
and directors who are residents of a foreign country to accept service for any action under the civil liability provisions
of the U.S. federal securities laws against such officers and directors.
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