8-K

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

Dateof Report (Date of earliest event reported): April 25, 2024

AGAPE

ATP CORPORATION

(Exactname of Registrant as specified in its charter)

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Nevada	001-41835	36-4838886
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation)	(Commission<br> <br><br>File Number)	(IRS<br> Employer<br><br> <br>Identification<br> No.)
Nevada	36-4838886
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(State or other jurisdiction<br><br> <br>of incorporation)	(IRS Employer<br><br> <br>Identification No.)

1705– 1708, Level 17, Tower 2, Faber Towers, Jalan Desa Bahagia,

TamanDesa, 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> 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. ☐

ITEM4.01. 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<br> application of accounting principles to any specified transaction, either completed or proposed,<br> or the type of audit opinion that might be rendered on our financial statements;
2.	the<br> type of audit opinion that might be rendered on the Company’s financial statements<br> by Assentsure, in either case where written or oral advice provided by Assentsure would be<br> an important factor considered by the Company in reaching a decision as to any accounting,<br> auditing or financial reporting issues; or
3.	any<br> matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv)<br> of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event<br> (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).

ITEM9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
16.1	Letter of Marcum Asia CPAs LLP dated April 26, 2024
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

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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:<br> April 29, 2024	AGAPE ATP CORPORATION
	By:	/s/ How Kok Choong
	Name:	How<br> Kok Choong
	Title:	Director,<br> Chairman of the Board of Directors, Chief Executive Officer, Chief Operating Officer and Secretary

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Exhibit16.1

April 26, 2024

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Dear Commissioners:

We have read the statements made by Agape ATP Corporation under Item 4.01 of its Form 8-K dated April 25, 2024. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Agape ATP Corporation contained therein.

Very truly yours,

/s/ Marcum Asia CPAs LLP

Marcum Asia CPAs LLP

NEW YORK OFFICE ● 7 Penn Plaza ● Suite 830 ● New York, New York ● 10001

Phone 646.442.4845 ● Fax 646.349.5200 ● www.marcumasia.com

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