6-K - TOP - Equibles

UNITED STATES

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

For the month of June 2022

Commission File Number: 001-41407

Zhong Yang Financial Group Limited

118 Connaught Road West

Room 1101

Hong Kong

+852-3107-0731

(Address of principal executive offices)

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 ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes ☐ No ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

On June 3, 2022, Zhong Yang Financial Group Limited (the “Company”) closed its initial public offering (the “IPO”) of 5,000,000 ordinary shares, par value $0.001 per share (the “Ordinary Shares”). The Company completed the IPO pursuant to its registration statement on Form F-1 (File No. 333-259441), originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 10, 2021 (as amended, the “Registration Statement”). The Registration Statement was declared effective by the SEC on May 31, 2022. The Ordinary Shares were priced at $5.00 per share, and the offering was conducted on a firm commitment basis. The Ordinary Shares were previously approved for listing on The Nasdaq Capital Market and commenced trading under the ticker symbol “TOP” on June 1, 2022.

In connection with the IPO, the Company issued a press release on June 1, 2022 announcing the pricing of the IPO and a press release on June 3, 2022 announcing the closing of the IPO, respectively. Copies of each press release are attached hereto as Exhibit 99.1 and Exhibit 99.2 and are incorporated by reference herein.

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.

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.

	Zhong Yang Financial Group Limited
Date: June 3, 2022	By:	/s/ Ka Fai Yuen
	Name:	Ka Fai Yuen
	Title:	Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release on Pricing of the Company’s Initial Public Offering
99.2	Press Release on Closing of the Company’s Initial Public Offering

Exhibit 99.1

Zhong Yang Financial Group Limited AnnouncesPricing of $25,000,000 Initial Public Offering

Hong Kong China, June 1, 2022 – Zhong Yang Financial Group Limited (the “Company”) (NASDAQ: TOP), a fast-growing online brokerage firm located in Hong Kong specializing in the trading of local and foreign equities, futures, options products and other financial services, today announced the pricing of its initial public offering (the “Offering”) of 5,000,000 ordinary shares (the “Ordinary Shares”) at a public offering price of $5.00 per share for total gross proceeds of $25,000,000 before deducting underwriting discounts and offering expenses. The Offering is being conducted on a firm commitment basis. The Ordinary Shares have been approved for listing on The Nasdaq Capital Market and are expected to commence trading today, June 1, 2022, under the ticker symbol “TOP”.

The Company has granted the underwriters an option, exercisable one or more times in whole or in part, to purchase up to 750,000 additional Ordinary Shares at the initial public offering price, less underwriting discounts, within 45 days from the closing date of the Offering to cover over-allotments, if any.

The Offering is expected to close on June 3, 2022, subject to customary closing conditions.

Univest Securities, LLC is acting as lead book-running manager for the offering; Valuable Capital Limited is acting as joint book runner. Ortoli Rosenstadt LLP is acting as counsel to the Company, and Hunter Taubman Fischer & Li LLC is acting as counsel to the underwriters. Stevenson, Wong & Co. is acting as Hong Kong counsel to the Company.

The Company intends to use the proceeds from this Offering primarily for (i) development of Contract for Difference (“CFD”) products and services, especially to connect with top CFD liquidity providers such as UBS and Morgan Stanley to further develop its Hong Kong and global business, (ii) acquisitions and/or applications for licenses in New Zealand and Australia in other regulated securities, futures or/and other financial structured products related activities, when the appropriate time arises, (iii) optimization of sales network coverage and geographical coverage, conducting more Internet (online) related services and sales, development of CFD white label partners and introduction of broker services to further develop and strengthen the existing brokerage business, (iv) purchase of IT equipment and software to transform and upgrade our IT infrastructure and capacity, including online trading platforms, risk monitoring programs, and software and computer program structures that provide personalized trading and risk management functions, and (v)working capital, operating expenses and other general corporate purposes.

A registration statement on Form F-1 (File No. 333-259441) relating to the Offering, as amended, has been filed with the U.S. Securities and Exchange Commission (“SEC”) and was declared effective by the SEC on May 31, 2022. The Offering is being made only by means of a prospectus. Copies of the final prospectus related to the Offering may be obtained, when available, from Univest Securities, LLC by email at IBAssistDesk@univest.us or via standard mail to Univest Securities, LLC, 75 Rockefeller Plaza, Suite 18 C, New York, NY 10019. In addition, a copy of the final prospectus can also be obtained via the SEC’s website at www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, 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 registration or qualification under the securities laws of any such state or jurisdiction.

About Zhong Yang Financial Group Limited

Founded in Hong Kong, the Company, through its operating subsidiaries, operates online brokerage platforms specializing in the trading of local and foreign equities, futures, and options products.

The trading platforms, which the operating subsidiaries license from third parties enable its investors to trade on renowned stock and futures exchanges around the world, including the Chicago Mercantile Exchange (“CME”), Hong Kong Futures Exchange (“HKFE”), The New York Mercantile Exchange (“NYMEX”), The Chicago Board of Trade (“CBOT”), The Commodity Exchange (“COMEX”), Eurex Exchange (“EUREX”), ICE Clear Europe Limited (“ICEU”), Singapore Exchange (“SGX”), Australia Securities Exchange (“ASX”), Bursa Malaysia Derivatives Berhad (“BMD”), and Osaka Exchange (OSE). The operating subsidiaries are licensed with the Securities and Futures Commission of Hong Kong (“HKSFC”) to carry out type 1 (dealing in securities), type 2 (dealing in futures contracts) regulated activities, and are licensed with the HKSFC to carry out type 4 (advising on securities), type 5 (advising on futures contracts), and type 9 (asset management) regulated activities in Hong Kong. For more information, please visit http://www.zyfgl.com/.

Forward-Looking Statement

This press release contains forward-lookingstatements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerningplans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other thanstatements of historical facts. When the Company uses words such as “may, “will, “intend,” “should,” “believe,”“expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solelyto historical matters, it is making forward-looking statements. These forward-looking statements include, without limitation, the Company’sstatements regarding the expected trading of its Ordinary Shares on the Nasdaq Capital Market and the closing of the Offering. Forward-lookingstatements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materiallyfrom the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including,but not limited to, the uncertainties related to market conditions and the completion of the initial public offering on the anticipatedterms or at all, and other factors discussed in the “Risk Factors” section of the registration statement filed with the SEC.For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this pressrelease. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Companyundertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the datehereof.

For more information, please contact:

The Company:

IR Department

Email: IR@zyzq.com.hk

Investor Relations:

EverGreen Consulting Inc.

Ms. Janice Wang, Managing Partner

Email: IR@changqingconsulting.com

Phone: +1 571-464-9470 (from U.S.)

+86 13811768559 (from China)

Exhibit 99.2

Zhong Yang Financial Group Limited AnnouncesClosing of $25,000,000 Initial Public Offering

Hong Kong China, June 3, 2022 – Zhong Yang Financial Group Limited (the “Company”) (NASDAQ: TOP), a fast-growing online brokerage firm located in Hong Kong specializing in the trading of local and foreign equities, futures, options products and other financial services, today announced the closing of its initial public offering (the “Offering”) of 5,000,000 ordinary shares (the “Ordinary Shares”) at a public offering price of $5.00 per share for total gross proceeds of $25,000,000 before deducting underwriting discounts and offering expenses. The Offering was conducted on a firm commitment basis. In addition, the Company has granted the underwriters an option, exercisable one or more times in whole or in part, to purchase up to 750,000 additional Ordinary Shares at the initial public offering price, less underwriting discounts, within 45 days from the closing date of the Offering to cover over-allotments, if any. The Offering closed on June 3, 2022 and the Ordinary Shares began trading on June 1, 2022 on The Nasdaq Capital Market under the ticker symbol “TOP.”

Univest Securities, LLC served as lead book-running manager for the offering; Valuable Capital Limited served as joint book runner. Ortoli Rosenstadt LLP served as counsel to the Company, and Hunter Taubman Fischer & Li LLC served as counsel to the underwriters. Stevenson, Wong & Co. served as Hong Kong counsel to the Company.

The Company intends to use the proceeds from this Offering primarily for (i) development of Contract for Difference (“CFD”) products and services, especially to connect with top CFD liquidity providers such as UBS and Morgan Stanley to further develop its Hong Kong and global business, (ii) acquisitions and/or applications for licenses in New Zealand and Australia in other regulated securities, futures or/and other financial structured products related activities, when the appropriate time arises, (iii) optimization of sales network coverage and geographical coverage, conducting more Internet (online) related services and sales, development of CFD white label partners and introduction of broker services to further develop and strengthen the existing brokerage business, (iv) purchase of IT equipment and software to transform and upgrade our IT infrastructure and capacity, including online trading platforms, risk monitoring programs, and software and computer program structures that provide personalized trading and risk management functions, and (v) working capital, operating expenses and other general corporate purposes.

About Zhong Yang Financial Group Limited

Founded in Hong Kong, the Company, through its operating subsidiaries, operates online brokerage platforms specializing in the trading of local and foreign equities, futures, and options products.

Forward-Looking Statement

This press release contains forward-lookingstatements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerningplans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other thanstatements of historical facts. When the Company uses words such as “may, “will, “intend,” “should,” “believe,”“expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solelyto historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance andinvolve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in theforward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties relatedto market conditions and the completion of the initial public offering on the anticipated terms or at all, and other factors discussedin the “Risk Factors” section of the registration statement filed with the SEC. For these reasons, among others, investorsare cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussedin the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publiclyrevise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

For more information, please contact:

The Company:

IR Department

Email: IR@zyzq.com.hk

Investor Relations:

EverGreen Consulting Inc.

Ms. Janice Wang, Managing Partner

Email: IR@changqingconsulting.com

Phone: +1 571-464-9470 (from U.S.)

+86 13811768559 (from China)