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 16, 2023

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.)

Rm. 301, 3F., No. 131, Sec. 3, Minsheng E. Rd.,

Songshan Dist., Taipei City 105405, Taiwan (R.O.C.)

105405

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: +886-2-2547-5643

N/A

(Former address since last report: Room 2708-09, Metropolis Tower,

10 Metropolis Drive, Hung Hom, Hong Kong )

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 4.01 Changes in Registrant’s Certifying Accountant

On June 15, 2023, the Board of Directors of Leader Capital Holdings Corp. (the “Company”) approved the engagement of ARK PRO CPA & CO (“ARK”) as its independent registered public accounting firm for the fiscal year ended August 31, 2023, subject to ARK’s completion of their client acceptance procedures. On the same day, the Board of Directors approved the dismissal of Centurion ZD CPA & Co. (“Centurion”) as independent registered public accounting firm of the Company, effective immediately.

Centurion’s reports on the financial statements of the Company as of and for the years ended August 31, 2022 and 2021 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle, except for an explanatory paragraph in such reports regarding substantial doubt about the Company’s ability to continue as a going concern.

For the years ended August 31, 2022 and 2021, and through the interim period ended November 30, 2022 and February 28, 2023, or subsequently upto June 15, 2023, the Company had no “disagreements” (as described in Item 304(a)(1)(iv) of Regulation S-K) with Centurion on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Centurion, would have caused it to make reference to the subject matter of such disagreements in its audit reports.

For the years ended August 31, 2022 and 2021, and through the interim period ended November 30, 2022 and February 28, 2023, 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 Company’s internal control over financial reporting. As previously reported, the management of the Company identified following material weaknesses as of August 31, 2022: (i) the Company does not have an audit committee; (ii) the Company does not maintain adequate written policies and procedures; (iii) the Company did not implement appropriate information technology controls; and (iv) the Company does not have sufficient and skilled accounting personnel with an appropriate level of technical accounting knowledge and experience in the application of accounting principles generally accepted in the United States commensurate with the Company’s financial reporting requirements.

During the Company’s fiscal years ended August 31, 2022 and 2021, and through the subsequent interim period on or prior to June 15, 2023, neither the Company nor anyone on its behalf has consulted with ARK on either (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, or (b) any matter that was the subject of a disagreement Form 10-K (and the related instructions thereto).

The Company has provided Centurion with a copy of the statements set forth in this filing on Form 8-K with the Securities and Exchange Commission (the “SEC”). The Company requested that Centurion furnish the Company with a letter addressed to the SEC stating whether Centurion agrees with the statements in this Form 8-K as required by SEC rules, and Centurion has furnished the requested letter, which is attached as Exhibit 16.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
16.1		Letter dated June 16, 2023 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)

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 16, 2023	By:	/s/ Yi-Hsiu Lin
		Yi-Hsiu Lin Chief Executive Officer

Leader Capital Holdings Corp. 8-K