Filing Summary
Business Context and Reporting Period
Treasure Global Inc. filed this Form 8-K on December 5, 2022, under Item 4.01 to report a change in its independent registered public accounting firm. The company is incorporated in Delaware, trades on Nasdaq under “TGL,” and qualifies as an emerging growth company.
Financial Metrics and Liquidity
This filing does not provide current revenue, profit, cash flow, margin, debt, or liquidity figures. Friedman LLP’s audit reports for the fiscal years ended June 30, 2022 and June 30, 2021 included an uncertainty regarding the company’s ability to continue as a going concern.
Material Changes
- Effective September 1, 2022, Friedman LLP combined with Marcum LLP and continued operating as an independent registered public accounting firm.
- On December 5, 2022, the Audit Committee and Board of Directors approved the dismissal of Friedman LLP and engagement of Marcum Asia CPAs LLP as the company’s independent registered public accounting firm.
- Marcum Asia will provide the services previously provided by Friedman LLP.
- Friedman LLP’s reports for fiscal 2022 and fiscal 2021 contained no adverse opinion or disclaimer and were not qualified or modified regarding audit scope, accounting principles, or uncertainty, other than the going-concern uncertainty described above.
- The company reported no disagreements with Friedman LLP during the two most recent fiscal years or the subsequent interim period through December 5, 2022.
- The company reported no reportable events under Item 304(a)(1)(v) of Regulation S-K.
- The company stated that it had not consulted Marcum Asia during the applicable period regarding specified accounting transactions, potential audit opinions, disagreements, or other reportable matters.
Outlook, Risks, and Unusual Items
The principal disclosed risk is the previously reported uncertainty about the company’s ability to continue as a going concern. The filing provides no new financial guidance or operating outlook. Exhibit 16.1 is a letter from Friedman LLP to the SEC dated December 6, 2022 concerning the auditor-change disclosure.
Investor Verification Checklist
- Review the company’s latest financial statements and subsequent filings for the basis and current status of the going-concern uncertainty.
- Assess whether the auditor transition to Marcum Asia affects the timing or scope of future audits.
- Review Exhibit 16.1 for Friedman LLP’s response to the company’s statements.
- Verify whether later filings disclose additional auditor comments, reportable events, financial deterioration, or changes in liquidity.