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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): April 25, 2024
AGAPE
ATP CORPORATION
(Exact
name of Registrant as specified in its charter)
| Nevada |
|
001-41835 |
|
36-4838886 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification
No.) |
| Nevada |
|
36-4838886 |
(State
or other jurisdiction
of
incorporation) |
|
(IRS
Employer
Identification
No.) |
1705
– 1708, Level 17, Tower 2, Faber Towers, Jalan Desa Bahagia,
Taman
Desa, Kuala Lumpur, Malaysia (Postal Code: 58100).
(Address
of principal executive offices, including zip code)
+(60)
192230099
(Registrant’s
phone 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 (see General Instruction A.2. below):
| |
☐ |
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 (17CFR 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 |
| Common
Stock, par value $0.0001 per share |
|
ATPC |
|
NASDAQ
Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17CFR §240.12b-2).
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.
(a)
Dismissal of Independent Registered Public Accounting Firm
On
April 24, 2024, our board of directors resolved to dismiss Marcum Asia CPAs LLP (“Marcum Asia”) as our independent
accountants. We informed Marcum Asia of this determination on April 25, 2024, which was effective April 25, 2024.
Marcum
Asia was engaged by us on October 20, 2022 and has rendered reports on our consolidated financial statements since the year ended
December 31, 2022 . During the fiscal years ended December 31, 2023 and 2022 through the date of this form 8-K, Marcum Asia
has neither provided any adverse opinion or qualifications on our consolidated financial statements nor had a disagreement with
the Company since their engagement on any matter of accounting principles or practices, financial statement disclosure, or auditing scope
or procedure, which disagreements that, if not resolved to Marcum Asia’s satisfaction, would have caused Marcum Asia to make reference
to the subject matter of the disagreement in connection with the audit of the Company’s consolidated financial statements .
None
of the reportable events described under Item 304(a)(1)(v)(A)-(D) of Regulation S-K occurred within period of the engagement of Marcum
Asia up to the date of dismissal, except that there were material weaknesses identified related to: (i) insufficient full-time
personnel with appropriate levels of accounting knowledge and experience to monitor the daily recording of transactions, address complex
U.S. GAAP accounting issues and to prepare and review financial statements and related disclosures under U.S. GAAP; (ii) lack of a functional
internal audit department or personnel that monitors the consistencies of the preventive internal control procedures and lack of adequate
policies and procedures in internal audit function to ensure that the Company’s policies and procedures have been carried out as
planned.
We
have provided Marcum Asia with a copy of this report prior to its filing with the Securities and Exchange Commission (the “SEC”).
Marcum Asia has provided a letter to us, dated April 26, 2024 and addressed to the SEC, which is attached hereto as Exhibit 16.1 and
is hereby incorporated herein by reference.
(b)
New independent registered public accounting firm
We
have engaged Assentsure PAC (“Assentsure”) as our independent registered public accounting firm, effective April 29, 2024.
The decision to engage Assentsure as our independent registered public accounting firm was approved by our board of directors.
During
the two most recent fiscal years and through the date of this report, we have not consulted with Assentsure regarding any of the following:
| 1. | the
application of accounting principles to any specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on our financial statements; |
| | | |
| 2. | the
type of audit opinion that might be rendered on the Company’s financial statements
by Assentsure, in either case where written or oral advice provided by Assentsure would be
an important factor considered by the Company in reaching a decision as to any accounting,
auditing or financial reporting issues; or |
| | | |
| 3. | any
matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv)
of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event
(as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K). |
ITEM
9.01. Financial Statements and Exhibits.
(d)
Exhibits
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.
| Date:
April 29, 2024 |
AGAPE
ATP CORPORATION |
| |
|
|
| |
By: |
/s/
How Kok Choong |
| |
Name:
|
How
Kok Choong |
| |
Title: |
Director,
Chairman of the Board of Directors, Chief Executive Officer, Chief Operating Officer and Secretary |
