中阳金融集团美股招股说明书(2026-06-23版)

Prospectus Supplement(To Prospectus dated May 5, 2025) TOP Financial Group Limited Up to 6,441,012 Class A Ordinary Shares This prospectus supplement and the accompanying base prospectus relates to an offering of an aggregate of 6,441,012 class A ordinaryshares, par value $0.001 per share (“Class A Ordinary Shares”), of TOP Financial Group Limited (the “Company”, “we”, “us” or“our”). We will sell to the investors our Class A Ordinary Shares at the offering price of $0.45645 per share. We will pay all of the expensesincident to the registration, offering and sale of the Class A Ordinary Shares under this prospectus supplement and the accompanyingbase prospectus. The sales of our Class A Ordinary Shares will be made in accordance with that certain Securities Purchase Agreement, dated as of June19, 2026, by and between us and the investors named therein (the “Securities Purchase Agreement”). This is a direct offering. We are offering our Class A Ordinary Shares directly to the investors pursuant to the Securities PurchaseAgreement, and we have not engaged a placement agent, underwriter or dealer in connection with this offering. See “Plan ofDistribution” beginning on page S-14 of this prospectus supplement for more information regarding these arrangements. Our Class A Ordinary Shares are traded on the Nasdaq Capital Market under the symbol “TOP”. On June 18, 2026, the closing price ofour Class A Ordinary Shares as reported by the Nasdaq Capital Market was $1.37. During the year immediately prior to the date of thisprospectus supplement, the high and low closing prices were $1.85 and $0.62 per ordinary share, respectively. We have recentlyexperienced price volatility in our stock. See related risk factors in the “Risk Factors” section of this prospectus supplement and thebase prospectus and as set forth in our most recent annual report on Form 20-F. Investing in our securities involves a high degree of risk. You should carefully read this prospectus supplement, theaccompanying base prospectus and the documents incorporated by reference into this prospectus supplement and theaccompanying base prospectus before accepting any Class A Ordinary Shares. The securities offered by this prospectussupplement involve a high degree of risk including but not limited to the volatility of our stock price. For a description of therisks of investing in our securities, see the section entitled “Risk Factors” beginning on page S-9, matters described under thecaption “Risk Factors” beginning on page 12 of the accompanying base prospectus, as well as matters described under thecaption “Risk Factors” as set forth in our most recent annual report on Form 20-F. Neither theSecurities and Exchange Commission,the Cayman Islands Monetary Authority,nor any state securitiescommission has approved or disapproved of these securities or determined if this prospectus supplement is truthful orcomplete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is June 19, 2026 TOP Financial Group Limited TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiCOMMONLY USED DEFINED TERMSS-iiiSPECIAL NOTICE REGARDING FORWARD-LOOKING STATEMENTSS-vPROSPECTUS SUPPLEMENT SUMMARYS-1RISK FACTORSS-9CAPITALIZATION AND INDEBTEDNESSS-11DILUTIONS-12USE OF PROCEEDSS-13DESCRIPTION OF THE SECURITIES WE ARE OFFERINGS-13PLAN OF DISTRIBUTIONS-14LEGAL MATTERSS-15EXPERTSS-15INCORPORATION BY REFERENCES-16WHERE YOU CAN GET MORE INFORMATIONS-17 Prospectus PageABOUT THIS PROSPECTUSiiCOMMONLY USED DEFINED TERMSiiiSPECIAL NOTICE REGARDING FORWARD-LOOKING STATEMENTSvPROSPECTUS SUMMARY1RISK FACTORS12CAPITALIZATION AND INDEBTNESS15DILUTION16USE OF PROCEEDS17DESCRIPTION OF ORDINARY SHARES18DESCRIPTION OF WARRANTS21DESCRIPTION OF DEBT SECURITIES23DESCRIPTION OF UNITS30DESCRIPTION OF SHARE PURCHASE CONTRACTS AND SHARE PURCHASE UNITS31DESCRIPTION OF RIGHTS31PLAN OF DISTRIBUTION32TAXATION33EXPENSES33MATERIAL CONTRACTS33MATERIAL CHANGES33LEGAL MATTERS34EXPERTS34INTERESTS OF EXPERTS AND COUNSEL34ENFORCEABILITY OF CIVIL LIABILITIES35INCORPORATION OF DOCUMENTS BY REFERENCE36WHERE YOU CAN FIND ADDITIONALINFORMATION37 ABOUT THIS PROSPECTUS SUPPLEMENT On June 30, 2023, we filed with the SEC a registration statement on Form F-3 (File No. 333-273066), utilizing a “shelf” registrationprocess relating to the securities described in this prospectus supplement, which registration statement, as amended, was declaredeffective by the SEC on September 29, 2023, and as subsequently amended by Post-Effective Amendments No. 1 through No. 4thereto, the most recent of which was declared effective by the SEC on May 5, 2025. Under this “shelf” registration process, we may,from time to time, in one or more offerings, offer and sell up to $300,000,000 of any combination, together or separately, of our ClassA Ordinary Shares, Class A Ordinary Shares in the form of share purchase contracts, share purchase units, debt securities,