December 19, 2024

Ka Fai Yuen
Chief Executive Officer
TOP Financial Group Limited
118 Connaught Road West
Room 1101
Hong Kong

       Re: TOP Financial Group Limited
           Post-Effective Amendment No. 1 to Registration Statement on Form F-3
           Filed December 2, 2024
           File No. 333-273066
Dear Ka Fai Yuen:

       We have reviewed your post-effective amendment and have the following
comments.

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Post-Effective Amendment No. 1 to Registration Statement on Form F-3
General

1.     We note that you appear to be relying on General Instruction I.B.5 of
Form F-3 to
       conduct a limited primary offering. Please confirm whether you are
relying on this
       instruction, and if so, provide the disclosure required by Instruction 7
to General
       Instruction I.B.5 of Form F-3.
2.     Please confirm that you will include in future Exchange Act filings all
applicable
       disclosures you include, or will include, in this registration statement
in response to
       our comments.
Cover Page

3.     Please disclose prominently on the prospectus cover page that you are
not a Hong
       Kong operating company but a Cayman Islands holding company with
operations
 December 19, 2024
Page 2

      primarily conducted by your subsidiaries based in Hong Kong and that this
structure
      involves unique risks to investors. Disclose that investors may never
hold equity
      interests in the Hong Kong operating subsidiaries. Your disclosure should
      acknowledge that Chinese regulatory authorities could disallow this
structure, which
      would likely result in a material change in your operations and/or a
material change in
      the value of the securities you are registering for sale, including that
it could cause the
      value of such securities to significantly decline or become worthless.
Provide a cross-
      reference to your detailed discussion of risks facing the company and the
offering as a
      result of this structure, including within any disclosure you incorporate
by reference,
      as applicable.
4.    Provide prominent disclosure about the legal and operational risks
associated with
      being based in or having the majority of the company   s operations in
Hong Kong.
      Your disclosure should make clear whether these risks could result in a
material
      change in your operations and/or the value of the securities you are
registering for sale
      or could significantly limit or completely hinder your ability to offer
or continue to
      offer securities to investors and cause the value of such securities to
significantly
      decline or be worthless. Your disclosure should address how recent
statements and
      regulatory actions by China   s government, such as those related to data
security or
      anti-monopoly concerns, have or may impact the company   s ability to
conduct its
      business, accept foreign investments, or list on a U.S. or other foreign
exchange.
      Please disclose the location of your auditor   s headquarters and whether
and how the
      Holding Foreign Companies Accountable Act, as amended by the Consolidated
      Appropriations Act, 2023, and related regulations will affect your
company.
5.    Clearly disclose how you will refer to the holding company and
subsidiaries when
      providing the disclosure throughout the document so that it is clear to
investors which
      entity the disclosure is referencing and which subsidiaries are
conducting the business
      operations. Refrain from using terms such as    we    or    our    when
describing activities
      or functions of a subsidiary. For example, disclose, if true, that your
subsidiaries
      primarily conduct operations in Hong Kong and that the holding company
does not
      conduct operations. Disclose clearly the entity (including the domicile)
in which
      investors are purchasing an interest.
6.    Provide a description of how cash is transferred through your
organization and
      disclose your intentions to distribute earnings or settle amounts owed
under applicable
      agreements. State whether any transfers, dividends, or distributions have
been made to
      date between the holding company and its subsidiaries, or to investors,
and quantify
      the amounts where applicable. Provide cross-references to the condensed
      consolidating schedule and the consolidated financial statements.
Prospectus Summary, page 1

7.    Provide a clear description of how cash is transferred through your
organization.
      Disclose your intentions to distribute earnings or settle amounts owed
under your
      operating structure. Quantify any cash flows and transfers of other
assets by type that
      have occurred between the holding company and its subsidiaries, and
direction of
      transfer. Quantify any dividends or distributions that a subsidiary has
made to the
      holding company and which entity made such transfer, and their tax
consequences.
 December 19, 2024
Page 3

       Similarly quantify dividends or distributions made to U.S. investors,
the source, and
       their tax consequences. Your disclosure should make clear if no
transfers, dividends,
       or distributions have been made to date. Describe any restrictions on
foreign exchange
       and your ability to transfer cash between entities, across borders, and
to U.S.
       investors. Describe any restrictions and limitations on your ability to
distribute
       earnings from the company, including your subsidiaries, to the parent
company and
       U.S. investors as well as the ability to settle amounts owed under
applicable
       agreements.
8.     In your next post-effective amendment, please include a summary of your
       enforcement of civil liabilities disclosure within the Prospectus
Summary.
9.     We note the following disclosures in your summary of key information
under Item 3
       of the Form 20-F for the fiscal year ended March 31, 2024 and
incorporated by
       reference:
           Under    Permission Required from the Hong Kong Authorities    you
disclose at
           page 6 that "[n]either we nor any of our subsidiaries are required
to obtain any
           permission or approval from Hong Kong authorities to offer the
securities of
           TFGL to foreign investors."
           Under    Recent Regulatory Development in the PRC    you disclose at
page 7 that
           "[i]n connection with our issuance of securities to foreign
investors, under current
           PRC laws, regulations and regulatory rules...we do not believe we
are currently
           required to obtain permissions from or complete any filing with the
CSRC, or
           required to go through cybersecurity review by the CAC...."
       Please disclose how you reached your conclusions, including whether you
are relying
       on the opinion of counsel. If you relied on advice of counsel, you
should identify
       counsel and file the consent of counsel as an exhibit to the
registration statement. If
       you did not consult counsel, you should explain why. Please include any
revised
       disclosure directly within the Prospectus Summary section of your next
post-effective
       amendment filing.
Risk Factors, page 6

10.    Similarly, we note the following risk factors included in your March 31,
2024 Form
       20-F, in which you do not clearly state whether your conclusions are
based upon the
       advice of counsel:
              We may become subject to a variety of PRC laws and other
obligations
           regarding data security offerings...    (page 12); and
              The enforcement of foreign civil liabilities in the Cayman
Islands and Hong
           Kong...    (pages 13     14).
       Please address the substance of our preceding comment above with respect
to these
       risk factors, and include any revised disclosure directly within the
Risk Factors
       section of your next post-effective amendment filing.
Enforceability of Civil Liabilities, page 27

11.    We note your disclosure that five of your seven directors and officers
are nationals
       and/or residents of countries other than the United States. Please
revise to clarify
       whether any of such individuals are located in Hong Kong or the PRC. If
so, please
 December 19, 2024
Page 4

       identify the relevant individuals and discuss, both here and in a
related risk factor, the
       difficulty of bringing actions against them and enforcing judgments
against them.
12.    We note the following revisions in the section titled "Enforceability of
Civil
       Liabilities" on page 27 of your post-effective amendment filing as
compared to your
       disclosure in the same section in your IPO registration statement on
Form F-1 (333-
       259441), which was declared effective on May 31, 2022:
           You removed your disclosure that "there is uncertainty as to whether
the courts of
           the Cayman Islands would (1) recognize or enforce judgments of U.S.
courts
           obtained against us or our directors or officers that are predicated
upon the civil
           liability provisions of the federal securities laws of the United
States or the
           securities laws of any state in the United States, or (2) entertain
original actions
           brought in the Cayman Islands against us or our directors or
officers that are
           predicated upon the federal securities laws of the United States or
the securities
           laws of any state in the United States." Additionally, you removed
the name of
           previously-identified Cayman counsel whose advice you have relied
upon for
           your disclosures in this section.
           You removed your disclosure regarding enforceability of civil
liabilities in Hong
           Kong, including your statement that such disclosure is based upon
the advice of
           previously-identified Hong Kong counsel.
       Please restore your disclosures in these areas, or provide us with your
analysis as to
       why such changes are appropriate. Additionally, please file the consent
of counsel(s)
       to the extent applicable and required. Refer to Item 601(b)(23) of
Regulation S-K.
Exhibits

13.    Please revise the exhibit index to include the consent of counsels. See
Item 601(b)(23)
       of Regulation S-K. Note that if counsel   s consent is included in
another exhibit, you
       may indicate this in the exhibit index.
14.    We note that the auditor's consent filed as Exhibit 23.1 refers to the
registration
       statement as "Amendment No. 1 to Form F-3," although it is the first
post-effective
       amendment to your registration statement on Form F-3. Please file a
revised signed
       consent that clarifies the filing referenced.
15.    Please refer to your fee table filed as Exhibit 107 and address the
following points:
           Revise to identify the    Ordinary Shares    as    Class A Ordinary
Shares,    or advise.
           We note from the prospectus cover page that you may offer share
purchase
           contracts and share purchase units, among others, from time to time.
Please revise
           the fee table to include all securities you are seeking to register
for sale, including
           the share purchase contracts and share purchase units.
 December 19, 2024
Page 5

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

       Please contact David Gessert at 202-551-2326 or David Lin at
202-551-3552 with any
questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Crypto
Assets
cc:   Yuning Bai