6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2022

Commission File Number: 001-41407

TOPFINANCIAL GROUP LIMITED

(Translation of registrant’s name into English)

118 Connaught Road West

Room 1101

Hong Kong

(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 ☐

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):  ☐

As approved by special resolution of the shareholders of TOP Financial Group Limited (previously known as Zhong Yang Financial Group Limited) (the “Company”) on July 13, 2022, the Company’s name has been changed to “TOP Financial Group Limited”, effective as of July 13, 2022. The CUSIP number of the ordinary shares of the Company will remain the same. The Company’s ordinary shares are trading under the symbol “TOP” and have started trading under the new corporate name “TOP Financial Group Limited” on July 22, 2022.

On July 22, 2022, the Company issued a press release announcing the name change. A copy of such press release is filed as Exhibit 99.1 to this Form 6-K.

Exhibit Index

1

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.

2

Exhibit 99.1

TOP Financial Group Limited Announces CorporateName Change

Hong Kong China, July 22, 2022 – TOP 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 that on July 13, 2022, the shareholders of the Company approved an amendment to the Company’s certificate of incorporation to change the Company’s name from Zhong Yang Financial Group Limited to “TOP Financial Group Limited.” Accordingly, the Company amended its Certificate of Incorporation to update its new name. The Company’s ordinary shares are trading under the symbol “TOP” and will start trading under the new corporate name “TOP Financial Group Limited” on July 22, 2022..

About TOP 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. 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: +1 470-940-3308 (from U.S.)

+86 13811768559 (from China)