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): October 31, 2022

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.)

Room 2708-09, Metropolis Tower,

10 Metropolis Drive, Hung Hom, Hong Kong

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: +852 3487 6378

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: 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 41.01 ~~Changes~~Entry ininto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant~~Definitive Agreement.

On October 31, 2022, ~~the Board of Directors of~~ Leader Capital Holdings Corp. (the “Company”) ~~approved~~entered ~~the~~into ~~engagement~~a ofsecurities ~~YCY CPAS~~purchase ~~PLLC~~agreement (the “~~YCY~~SPA”) with asan ~~its~~individual ~~independent~~accredited ~~registered~~investor ~~public~~(the ~~accounting~~“Investor”), ~~firm~~to ~~for~~issue ~~the~~and ~~fiscal~~sell ~~year~~to ~~ended~~the ~~August~~Investor 311, ~~2022~~000,000 ~~subject~~shares (the “Shares”) toof ~~YCY~~the Company’s ~~completion~~restricted ofcommon ~~their~~stock, ~~client~~par ~~acceptance~~value ~~procedures~~$0.0001 Onper ~~the~~share ~~same~~(“Common ~~day~~Stock”), ~~the~~for ~~Board~~a purchase price of ~~Directors~~$0.30 per ~~approved~~share (the ~~dismissal~~“Offering”). ofThe ~~Centurion ZD~~Company ~~CPA~~issued &the ~~Co.~~Shares ~~(“Centurion”)~~to asthe ~~independent~~Investor ~~registered~~on ~~public~~November ~~accounting~~2, ~~firm~~2022, ofresulting ~~the~~in ~~Company~~$300,000 ~~effective~~in ~~immediately~~aggregate proceeds for the Company.

The ~~reports~~SPA ofcontains ~~Centurion~~representations ~~on the financial statements of the Company as of~~ and ~~for the years ended August 31~~warranties, ~~2021~~covenants and ~~2020 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty~~conditions, ~~audit~~customary ~~scope or accounting principle, except~~ for an ~~explanatory~~transactions ~~paragraph~~of inthis ~~such reports regarding substantial doubt about the Company’s ability to continue as a going concern~~type.

~~For~~The ~~the~~foregoing ~~years~~description ~~ended~~of ~~August 31, 2021 and 2020, and through~~ the ~~interim~~SPA ~~period~~does ~~ended~~not ~~October~~purport ~~31,~~to ~~2022,~~be ~~the~~a ~~Company~~complete ~~had~~description ~~no “disagreements” (as described in Item 304(a)(1)(iv)~~ of ~~Regulation~~the ~~S-K)~~rights ~~with~~and ~~Centurion~~obligations ~~on any matter~~ of ~~accounting~~the ~~principles~~parties ~~or practices, financial~~thereunder ~~statement~~and ~~disclosure,~~is orqualified ~~auditing~~in ~~scope~~its orentirety ~~procedure,~~by ~~which~~reference ~~disagreements,~~to ifthe ~~not~~full ~~resolved~~text toof the ~~satisfaction~~form of ~~Centurion~~SPA, ~~would~~a ~~have caused~~copy itof towhich ~~make~~is ~~reference~~attached tohereto ~~the~~as ~~subject~~Exhibit ~~matter~~10.1 and ofis ~~such~~incorporated ~~disagreements~~herein inby ~~its audit reports~~reference.

~~For the years ended August 31, 2021 and 2020, and through the interim period ended October 31, 2022, 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~~3.02 AsUnregistered ~~previously~~Sales ~~reported, the management~~ of ~~the~~Equity Company identified following material weaknesses as of August 31, 2021: (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 requirementsSecurities.

~~The~~To ~~Company~~the ~~has~~extent ~~provided~~required ~~Centurion~~by ~~with~~this aItem ~~copy~~3.02, of the ~~disclosures~~disclosure itset forth in Item 1.01 above is ~~making~~incorporated herein by reference. The issuance of the Shares in ~~this~~the ~~Form~~Offering ~~8-K~~will ~~and~~not ~~requested~~be ~~that~~registered ~~Centurion~~under ~~furnish~~the Securities Act of 1933, as amended (the “Securities Act”), ~~Company~~in reliance on an exemption from registration (a) ~~letter~~under ~~addressed~~Section to4(a)(2) of the ~~U.S.~~ Securities ~~and~~Act, ~~Exchange~~(b) ~~Commission~~under ~~stating~~Rule ~~whether~~504 itor ~~agrees~~Rule ~~with~~506 of Regulation D under the ~~above~~Securities ~~statements.~~Act Aand/or ~~copy~~ (c) provided by Regulation S of ~~Centurion’s~~the ~~letter,~~Securities ~~dated~~Act ~~November~~inasmuch 1,as ~~2022~~the Investor is ~~filed~~not a “U.S. person” (as ~~Exhibit~~defined ~~16.1~~in toRule ~~this~~902 ~~Form~~under ~~8-K~~the Securities Act) and the requirements of Rule 903 under the Securities Act are otherwise met.

Upon the issuance of the Shares to the Investor on November 2, 2022, the Company had 199,470,825 shares of Common Stock issued and outstanding.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
16.1		Letter dated November 1, 2022 from Centurion ZD CPA & Co. to the Securities and Exchange Commission, regarding change in certifying accountant of the Company.
10.1		Form of Securities Purchase Agreement
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: November 2, 2022	By:	/s/ Yi-Hsiu Lin
Date: November 4, 2022	By:	/s/ Yi-Hsiu Lin
		Yi-Hsiu Lin Chief Executive Officer
		Yi-Hsiu Lin
		Chief Executive Officer

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