UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer | ||
| of Incorporation) | File Number) | Identification No.) |
Zhejiang
Province,
(Address of Principal Executive Offices) (NA)
(Registrant’s telephone number, including area code)
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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | None | None |
| Item 4.01 | Changes In Registrant’s Certifying Accountant |
(a) Resignation of Independent Registered Public Accounting Firm.
On May 1, 2024, Zhen Hui Certified Public Accountant (“Zhen Hui”) notified CXJ Group Co., Limited (the “Company”) that it was resigned as the Company’s independent registered public accounting firm with immediate effective. The resignation of Zhen Hui as the Company’s independent registered public accounting firm was approved by the Company’s board of directors (the “Board”). Board would like to take this opportunity to thank you contribution of Zhen Hui.
For the years ended May 31, 2022 and May 31, 2023, there were no disagreements with Zhen Hui on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to Zhen Hui’s satisfaction would have caused them to make reference to the subject matter of the disagreement in connection with their reports. There were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Zhen Hui with the disclosures under this Item 4.01 of Form 8-K and requested Zhen Hui to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company in this Item 4.01 of Form 8-K and, if not, stating the respects in which it does not agree. Zhen Hui’s letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Appointment of New Independent Registered Public Accounting Firm.
On May 3, 2024, the Board approved the appointment of J & S Associate Plt (“J & S”) as the Company’s new independent registered public accounting firm for the fiscal year ending May 31, 2024 (including three quarters’ reports for 2024) with effective immediately. During the Company’s two most recent fiscal years ended May 31, 2023, and 2022, neither the Company nor anyone acting on its behalf consulted with J & S with respect to: (i) 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 consolidated financial statements, and J & S did not provide either a written report or oral advice to the Company that J & S concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) (a) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or (b) a “reportable event” as described in Item 304(a)(1)(v) of Regulation S-K.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description | |
| 16.1 | Letter of Consent. | |
| 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.
| CXJ GROUP CO., LIMITED | ||
| By | /s/ Lixin Cai | |
| Date: May 9, 2024 | Name: | Lixin Cai |
| Title: | Chairman and Chief Executive Officer | |