UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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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. ☐
(a) Dismissal of Independent Registered Public Accounting Firm
On September 13, 2023, the Audit Committee of the Board of Directors of Hour Loop, Inc. (the “Company”) discharged TPS Thayer, LLC (“TPS”), the Company’s independent registered public accounting firm.
TPS’ reports on the Company’s financial statements for the fiscal years ended December 31, 2022 and 2021 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that such reports expressed substantial doubt regarding the Company’s ability to continue as a going concern. Furthermore, during the Company’s fiscal years ended December 31, 2022 and 2021 and through September 13, 2023, there have been no disagreements with TPS on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to TPS’ satisfaction, would have caused TPS to make reference to the subject matter of the disagreement in connection with its reports on the Company’s financial statements for such periods.
For the fiscal years ended December 31, 2022 and 2021 and through September 13, 2023, there were no “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K.
The Company provided TPS with a copy of the disclosure contained herein, prior to its filing with the Securities and Exchange Commission (the “Commission”), and requested that TPS furnish the Company a letter addressed to the Commission stating whether or not it agreed with the statements herein and, if not, stating the respects in which it does not agree. As of September 19, 2023, the Company has not yet received TPS’ letter to the Commission. Per the provisions of Item 304(a)(3) of Regulation S-K, the Company has requested that TPS provide the letter as promptly as possible so that the Company can file the letter with the Commission within 10 business days after the filing of this Current Report on Form 8-K; provided, however, that notwithstanding the 10 business day period, the Company will file the letter by amendment of this Current Report on Form 8-K within two business days of receipt.
(b) Engagement of New Independent Registered Accounting Firm
On September 13, 2023, the Audit Committee appointed HTL International, LLC (“HTL”) as the Company’s new independent registered accounting firm. During the Company’s two most recent fiscal years and through September 13, 2023, neither the Company nor anyone acting on the Company’s behalf consulted HTL with respect to any of the matters or reportable events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 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.
| HOUR LOOP, INC. | ||
| Dated: September 19, 2023 | By: | /s/ Sam Lai |
| Name: | Sam Lai | |
| Title: | Chief Executive Officer and Interim Chief Financial Officer | |
Cover |
Sep. 13, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Sep. 13, 2023 |
| Entity File Number | 001-41204 |
| Entity Registrant Name | HOUR LOOP, INC. |
| Entity Central Index Key | 0001874875 |
| Entity Tax Identification Number | 47-2869399 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 8201 164th Ave NE #200 |
| Entity Address, City or Town | Redmond |
| Entity Address, State or Province | WA |
| Entity Address, Postal Zip Code | 98052-7615 |
| City Area Code | (206) |
| Local Phone Number | 385-0488 ext. 100 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock |
| Trading Symbol | HOUR |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |