UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~October 131, 2022

LEADER CAPITAL HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

Nevada

000-56159

37-1853394

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Room 2708-09, Metropolis Tower,

10 Metropolis Drive, Hung Hom, Hong Kong

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: +852 3487 6378

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 14.01 ~~Entry~~Changes ~~into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement.~~Accountant

On ~~May~~October 1731, 2022, the Board of Directors of Leader Capital Holdings Corp. (the “Company”) ~~entered~~approved ~~into~~the aengagement ~~securities~~of ~~purchase~~YCY CPAS ~~agreement~~PLLC (~~the~~ “~~SPA~~YCY”) ~~with~~ anas ~~individual~~its ~~accredited~~independent ~~investor~~registered ~~(the~~public ~~“Investor”),~~accounting tofirm ~~issue~~for ~~and~~the ~~sell~~fiscal toyear ~~the~~ended ~~Investor~~August 531,~~000~~ 2022,~~000~~ ~~shares (the “Shares”)~~subject ofto ~~the Company~~YCY’s ~~restricted~~completion ~~common~~of ~~stock,~~their ~~par~~client ~~value~~acceptance $0procedures.~~0001~~ ~~per~~On ~~share~~the ~~(“Common~~same ~~Stock”)~~day, ~~for~~the aBoard ~~purchase price~~ of ~~$0.10 per~~Directors ~~share~~approved (the ~~“Offering”).~~dismissal ~~The~~of ~~Company~~Centurion ZD ~~issued~~CPA ~~the~~& ~~Shares~~Co. to(“Centurion”) ~~the~~as ~~Investor~~independent onregistered ~~May~~public ~~27,~~accounting ~~2022,~~firm ~~resulting~~of ~~in $500,000 in aggregate proceeds for~~ the Company effective immediately.

The ~~SPA~~reports ~~contains~~of ~~representations~~Centurion on the financial statements of the Company as of and ~~warranties~~for the years ended August 31, ~~covenants~~2021 and ~~conditions~~2020 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, ~~customary~~audit scope or accounting principle, except for an ~~transactions~~explanatory ofparagraph ~~this~~in ~~type~~such reports regarding substantial doubt about the Company’s ability to continue as a going concern.

~~The~~For ~~foregoing~~the ~~description~~years ofended August 31, 2021 and 2020, and through the ~~SPA~~interim ~~does~~period ~~not~~ended ~~purport~~October to31, be2022, athe ~~complete~~Company ~~description~~had no “disagreements” (as described in Item 304(a)(1)(iv) of ~~the~~Regulation ~~rights~~S-K) ~~and~~with ~~obligations~~Centurion on any matter of ~~the~~accounting ~~parties~~principles ~~thereunder~~or practices, financial ~~and~~statement isdisclosure, ~~qualified~~or inauditing ~~its~~scope ~~entirety~~or byprocedure, ~~reference~~which todisagreements, ~~the~~if ~~full~~not ~~text~~resolved ofto the ~~form~~satisfaction of ~~SPA~~Centurion, awould ~~copy~~have caused ofit ~~which~~to ismake ~~attached~~reference ~~hereto~~to asthe ~~Exhibit~~subject ~~10.1 and~~matter isof ~~incorporated~~such ~~herein~~disagreements byin ~~reference~~its audit reports.

~~The~~For ~~foregoing~~the ~~description~~years ended August 31, 2021 and 2020, and through the interim period ended October 31, 2022, there was one “reportable event” within the meaning of Item 304(a)(1)(v) of Regulation S-K, relating to disclosure of material weaknesses in the ~~terms~~Company’s internal control over financial reporting. As previously reported, the management of the ~~Agreement~~Company ~~and~~identified following material weaknesses as of August 31, 2021: (i) the ~~Subsequent~~Company ~~Agreement~~does not have an audit committee; (ii) the Company does not maintain adequate written policies and procedures; (iii) the ~~transactions~~Company ~~contemplated~~did ~~thereby~~not implement appropriate information technology controls; and (iv) the Company does not ~~purport~~have sufficient and skilled toaccounting bepersonnel ~~complete~~with ~~and~~an isappropriate ~~qualified~~level inof ~~its~~technical ~~entirety~~accounting byknowledge ~~reference~~and toexperience in the ~~form~~application of ~~the~~accounting ~~securities~~principles generally ~~purchase~~accepted ~~agreement~~in ~~filed~~the asUnited ~~Exhibit~~States ~~10.1~~commensurate ~~to this~~with ~~Current~~the ~~Report.~~Company’s financial reporting requirements

~~Item~~The ~~3.02~~Company ~~Unregistered~~has ~~Sales~~provided Centurion with a copy of ~~Equity~~the disclosures it is making in this Form 8-K and requested that Centurion furnish the Company a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees with the above statements. A copy of Centurion’s letter, dated November 1, 2022 is filed as Exhibit 16.1 to this Form 8-K.

The information set forth in Item 1.01 above is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1*		Form of securities purchase agreement
16.1		Letter dated November 1, 2022 from Centurion ZD CPA & Co. to the Securities and Exchange Commission, regarding change in certifying accountant of the Company.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules, exhibits, and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of such omitted materials supplementally upon request by the U.S. Securities and Exchange Commission.2

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 hereunto duly authorized.

	LEADER CAPITAL HOLDINGS CORP.
Date: June 1, 2022	By:	/s/ Yi-Hsiu Lin
Date: November 2, 2022	By:	/s/ Yi-Hsiu Lin
		Yi-Hsiu Lin Chief Executive Officer

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