Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
18 Septiembre 2024 - 2:22PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For
the month of September 2024
Commission
File Number: 001-41658
Lucas
GC Limited
(Exact
name of registrant as specified in its charter)
Room
5A01, 4th Floor,
Air
China Building, Xiaoyun Road,
Sanyuanqiao,
Chaoyang District,
Beijing
100027, China
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Change
in Registrant’s Certifying Accountant
Lucas
GC Limited (the “Company”) is furnishing this current report on Form 6-K to report the dismissal of Marcum Asia CPAs LLP
(the “Former Auditor”) effective August 28, 2024 and that the Company has appointed Enrome LLP (the “Successor Auditor”)
as successor auditor of the Company effective August 28, 2024.
In
connection with the change of auditor, the Company provides that:
1. |
The
dismissal of the Former Auditor and the appointment of the Successor Auditor have been considered and approved by the Company’s
Audit Committee (the “Audit Committee”) and Board of Directors (the “Board”). |
2. |
After
careful review of the proposals received and due consideration of all relevant factors, the Audit Committee recommended to the Board
that the Successor Auditor not the Former Auditor, be proposed for appointment as the auditor of the Company for the Company’s
financial year ending on December 31, 2024. The Board considers that the aforementioned recommendation is fair and reasonable to
the Company and has appointed Successor Auditor as the auditor of the Company for the Company’s financial year ending on December
31, 2024. |
3. |
The
auditor’s reports of the Former Auditor on the annual audited consolidated financial statements of the Company for the two
most recent financial years preceding the date of dismissal, i.e. August 28, 2024, being reports for the financial years ended December
31, 2023 and December 31, 2022, and for any subsequent period to date, neither contain any adverse opinion or disclaimer of opinion,
nor are qualified or modified as to uncertainty, audit scope, or accounting principles nor express any modified opinion. |
4. |
There
were no disagreements with the Former Auditor on any matter of accounting principles or practices, financial statement disclosures,
or auditing scope or procedures, from the time of the Former Auditor’s engagement up to the date of dismissal which disagreements
that, if not resolved to the Former Auditor’s satisfaction, would have caused the Former Auditor to make reference in connection
with its opinion to the subject matter of the disagreement. None of “reportable events”, as that term is described in
Item 16F(a)(1)(v)(A) through (D) of Form 20-F filings occurred within the two fiscal years of the Company ended December 31, 2023
and 2022 and subsequently up to the date of dismissal, except for the material weakness related to the Company’s internal
control over financial reporting which is the lack of accounting staff and resources with appropriate knowledge of the U.S. GAAP
and the Securities and Exchange Commission reporting and compliance requirements to design and implement formal period-end financial
reporting policies and procedures to address complex U.S. GAAP technical accounting issue in accordance with U.S. GAAP and the Securities
and Exchange Commission requirements. |
The
Company provided the Former Auditor with a copy of this Form 6-K and requested that the Former Auditor provides the Company with a letter
addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of the Former Auditor’s
letter is furnished as Exhibit 99.1 to this Form 6-K.
During
the Company’s most recent two fiscal years and through the subsequent interim period on or prior to the appointment of the Successor
Auditor, neither the Company nor anyone on its behalf have consulted with the Successor Auditor on either (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
financial statements, or (ii) any matter that was the subject of a disagreement, as that term is defined in Item 16F(a)(1)(iv) of Form
20-F (and the related instructions thereto) or a reportable event as set forth in Item 16F(a)(1)(v)(A) through (D) of Form 20-F.
The
Company intends to use this Form 6-K and the accompanying exhibit to satisfy its reporting obligations under Item 16F(a) of its Form
20-F for the year ending December 31, 2024 to the extent provided in and permitted by Paragraph 2 of the Instructions to Item 16F of
Form 20-F and plans to incorporate Exhibit 99.1 reference into its Form 20-F to the extent necessary to satisfy such reporting obligations.
Exhibits
Index
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:
September 18, 2024
|
Lucas
GC Limited |
|
|
|
By: |
/s/
Howard Lee |
|
Name: |
Howard
Lee |
|
Title: |
CEO
and Chairman of the Board |
Exhibit 99.1
September 18, 2024
U.S. Securities and Exchange Commission
Office of the Chief Accountant
100 F Street NE
Washington, D.C. 20549
Re: Lucas GC Limited
Ladies and Gentlemen:
We have read the statements in the Form 6-K dated
September 18, 2024, of Lucas GC Limited (“the Company”) to be filed with the Securities and Exchange Commission and
we agree with such statements therein as related to our firm. We have no basis to and, therefore, do not agree or disagree with the other
statements made by the Company in the Form 6-K.
Respectfully submitted,
/s/ Marcum Asia CPAs LLP
Marcum Asia CPAs LLP
New York, New York
September 18, 2024
Lucas GC (NASDAQ:LGCL)
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