UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

~~UNDER~~For ~~THE~~the month ~~SECURITIES~~of ~~EXCHANGE ACT OF 1934~~May 2026

For the month of March 2026

Commission File Number: 001-41407

TOP FINANCIAL ~~Financial~~GROUP ~~Group~~LIMITED (Translation ~~Limited~~of registrant’s name into English)

101 Cecil Street, #13-05

Tong Eng Building

Singapore 069533

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

OnEXPLANATORY March 25, 2026, TOP Financial Group Limited, a Cayman Islands exempted company (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain non-U.S. investors (each a “Purchaser”) relating to the issuance and sale of 214,431,222 units (“Units”) of the Company, with each Unit consisting of (i) one Class A ordinary share of the Company, par value US$0.001 per share (the “Shares”), and (ii) two warrants, each to purchase one Class A ordinary share of the Company (the “Warrants”), at a price per Unit of US$0.37308 (representing 60% of the closing price of the Company’s Class A ordinary shares on The Nasdaq Stock Market on the trading day immediately preceding the Securities Purchase Agreement (the “Offering”).NOTE

~~Each~~On ~~Warrant~~April ~~entitles~~28, ~~the~~2026, ~~holder~~TOP ~~thereof~~Financial toGroup ~~purchase~~Limited ~~one Class A ordinary share at an exercise price per share equal to US$0.4477~~ (~~representing 120% of~~ the ~~per Unit purchase price~~“Company”), ~~subject to~~received ~~adjustment~~a ~~upon~~notification ~~share~~letter ~~splits~~from ~~and~~the ~~share~~Nasdaq ~~combination.~~Stock ~~The~~Market ~~Warrants~~LLC ~~are exercisable immediately upon issuance and will expire on the third~~ (~~3rd~~“Nasdaq”), ~~anniversary~~indicating ofthat the ~~date of issuance. The Warrants may be exercised on a cashless basis. The Class A ordinary shares issuable upon~~ ~~exercise~~Company ofis ~~the~~not ~~Warrants~~in ~~are~~compliance ~~subject~~with toNasdaq’s aminimum ~~lock-up~~bid ~~period~~price ~~of six (6) months from the date of exercise~~requirement.

~~The~~Nasdaq ~~Securities~~Listing ~~Purchase~~Rule ~~Agreement~~5550(a)(2) ~~contains~~requires ~~customary~~that listed ~~representations,~~securities ~~warranties~~maintain ~~and~~a ~~covenants~~minimum bybid ~~each~~price of ~~the~~$1.00 ~~parties~~per share. The ~~closing~~notification ofletter stated that the ~~Offering~~Company’s ~~may~~Class ~~occur~~A inordinary ~~one~~shares, par orvalue ~~multiple~~US$0.001 ~~closings~~per ~~within two~~share (2the “Class A Ordinary Shares”) ~~months~~have offailed ~~the~~to ~~date~~maintain ofthis minimum bid price for the ~~Securities~~last ~~Purchase~~30 consecutive ~~Agreement~~business days, from March 16, 2026, to April 27, 2026.

The ~~Securities~~notification ~~were~~does ~~offered~~not ~~and~~immediately ~~sold~~impact by the ~~Company~~ inlisting ~~reliance~~or ~~upon~~trading ~~the exemption from the registration requirements~~ of the ~~Securities~~Class ~~Act~~A ofOrdinary ~~1933,~~Shares ason ~~amended~~Nasdaq. ~~(the~~Under ~~“Securities~~Nasdaq ~~Act”)~~rules, ~~pursuant~~ tothe ~~Regulation~~Company Shas ~~promulgated~~been ~~thereunder.~~granted ~~Each~~a ~~Purchaser~~compliance ~~represented~~period toof ~~the~~180 calendar ~~Company~~days, ~~among~~until ~~other~~October ~~matters~~26, ~~that~~2026, itto isregain ~~not~~compliance. aIf, ~~“U.S. person”~~at asany ~~defined~~time induring ~~Rule~~this ~~902~~period, ofthe ~~Regulation~~closing Sbid ~~under~~price of the ~~Securities~~Class ~~Act,~~A Ordinary ~~and~~Shares ~~that~~is ~~the~~at ~~Securities~~least ~~were~~$1.00 ~~acquired~~per inshare anfor ~~“offshore transaction”~~a asminimum ~~defined~~of inten ~~Rule~~consecutive ~~902~~business ofdays, ~~Regulation~~Nasdaq Swill ~~under~~confirm compliance, and the ~~Securities~~matter will ~~Act~~be resolved.

~~Pursuant~~If the Company is unable to ~~the~~regain ~~Securities~~compliance by ~~Purchase~~October ~~Agreement~~26, ~~each~~ ~~Purchaser~~2026, ~~has~~it ~~agreed~~may ~~not~~be toeligible ~~sell~~for additional time. To qualify, ~~transfer~~the orCompany ~~otherwise~~will ~~dispose~~be ofrequired ~~any~~to ofmeet the ~~Shares~~continued orlisting ~~Class~~requirement for Amarket ~~Ordinary~~value ~~Shares~~of ~~issuable~~publicly ~~pursuant~~held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the ~~Warrants~~deficiency ~~for~~during athe second compliance period, ofwhich ~~six~~may ~~(6)~~include ~~months~~implementing ~~from~~a ~~the~~reverse ~~applicable~~stock ~~closing~~split if necessary.

The Company ~~expects~~is toactively ~~receive~~monitoring ~~aggregate~~the ~~gross proceeds~~bid price of ~~approximately~~the ~~US$80~~Class ~~million~~A ~~from~~Ordinary ~~the~~Shares ~~Offering.~~and ~~The~~is ~~Company~~considering ~~intends~~all toavailable ~~use~~options ~~the~~to ~~proceeds~~regain ~~from~~compliance ~~the~~with ~~Offering~~Nasdaq’s ~~for~~requirements. ~~general~~The ~~working~~Company ~~capital~~remains ~~purposes.~~committed Noto ~~placement~~delivering ~~agent~~value ~~was~~to ~~engaged~~its inshareholders ~~connection~~and ~~with~~maintaining ~~the~~its ~~Offering~~listing on Nasdaq.

~~The~~On ~~foregoing~~May ~~summaries~~4, of2026, the ~~Securities~~Company ~~Purchase Agreement~~issued ~~and~~a ~~the~~press ~~Warrants~~release entitled do“TOP ~~not~~Financial ~~purport~~Group toLimited beAnnounces ~~complete~~Receipt ~~and~~of ~~are~~Nasdaq ~~subject~~Notification ~~to,~~Regarding ~~and~~Minimum ~~qualified~~Bid inPrice ~~their entirety by, such documents filed as Exhibits 10~~Deficiency”.1 ~~and 4.1 hereto and incorporated by reference herein. The representations, warranties and covenants contained in such~~A ~~agreements~~copy ~~were~~of ~~made~~the ~~only~~press ~~for~~release ~~purposes~~is offiled ~~such agreements and~~ as ofExhibit ~~specific~~99.1 ~~dates,~~to ~~were~~this ~~solely~~Current ~~for~~Report ~~the~~on ~~benefit~~Form of6-K ~~the parties to such agreements~~ and ~~may~~is beincorporated ~~subject~~herein ~~to limitations agreed upon~~ by ~~the contracting parties~~reference.

~~This report on Form 6-K contains forward-looking~~Exhibit statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this report, including statements regarding the expected use of proceeds from the Offering and the expected closing or closings of the Offering, are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations, assumptions, estimates and projections about the Company and the industry. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results.Index

This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

Exhibit No.		Description
99.1		Press Release dated May 4, 2026 - TOP Financial Group Limited Announces Receipt of Nasdaq Notification Regarding Minimum Bid Price Deficiency

EXHIBIT INDEX

Exhibit No.		Description
4.1		Form of Warrant
10.1		Form of Securities Purchase Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 26, 2026	TOP Financial Group Limited
Date: May 4, 2026	TOP Financial Group Limited
‍
	By:	/s/ Ka Fai Yuen
	Name:	Ka Fai Yuen
	Title:	Chief Executive Officer

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