UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2024
Commission file number: 001-39177
Sound Group Inc.
(Exact Name of Registrant as Specified in Its
Charter)
60 Anson Road,
Mapletree Anson,
#09-01/02,
Singapore 079914
(Address of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F
x Form 40-F ¨
Change in Registrant’s Certifying Accountants
Sound Group
Inc. (the “Company”) announced the dismissal of PricewaterhouseCoopers Zhong Tian LLP (“PwC”), the Company’s
independent registered public accounting firm, and appointment of Enrome LLP (“Enrome”) as the Company’s independent
registered public accounting firm for the fiscal year ended December 31, 2023, effective July 9, 2024. The appointment of Enrome
and dismissal of PwC have been approved by the audit committee of the Company’s Board of Directors.
Enrome
succeeds PricewaterhouseCoopers Zhong Tian LLP (“PwC”), the Company’s previous independent registered public accounting
firm. The reports of PwC on the Company’s consolidated financial statements for each of the fiscal years ended December 31,
2021 and 2022 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit
scope or accounting principle.
During each
of the fiscal years ended December 31, 2021 and 2022 and the subsequent period through July 9, 2024, there have
been no disagreements between the Company and PwC on any matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PwC, would have caused PwC to make reference
to the subject matter of the disagreements in its report on the consolidated financial statements, and there have been no “reportable
events” as the term is described in Item 16F(a)(1)(v) of Form 20-F, other than as disclosed in this Form 6-K. In
the same periods, the Company was advised by PwC of the following outstanding material weakness in its internal control over financial
reporting: lack of sufficient financial reporting and accounting personnel with appropriate experience of U.S. GAAP and SEC reporting
requirements, which was disclosed in the Company’s form 20-F for the fiscal year ended December 31, 2022.
In addition,
during the course of audit of our financial statements for the year ended December 31, 2023, PwC informed the Company of an
issue it had identified which gave rise to its concern over the substance and recoverability of a cash balance of US$ 12.8 million. PwC
further advised the Company to carry out further investigation beyond the current assessment performed by the management, and that it
would have been necessary to expand significantly the scope of audit and if PwC had expanded the scope of that audit, information may
have come to its attention that, if further investigated, may have materially impacted the fairness or reliability of previously issued
financial statements and financial statements to be issued. Due to the change in auditor, PwC did not expand the scope of its audit or
conduct further investigation.
As of the
date of the dismissal of PwC, it had not yet completed the 2023 annual audit procedures.
The matters
described above constitute reportable events. The audit committee of the Company’s Board of Directors has discussed all reportable
events above with PwC and the Company has authorized PwC to respond fully to the inquiries made by Enrome concerning these reportable
events.
The Company
had provided PwC with a copy of the disclosure it is making in this Current Report on Form 6-K and requested from PwC a letter addressed
to the Securities and Exchange Commission indicating whether it agrees with such disclosure. A copy of PwC’s letter dated July 9,
2024 is attached hereto as Exhibit 99.1.
SIGNATURE
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.
| |
Sound Group Inc. |
| |
|
| Date: July 9,
2024 |
By: |
/s/ Jinnan (Marco) Lai |
| |
|
Name: |
Jinnan
(Marco) Lai |
| |
|
Title: |
Chief Executive Officer, Director |
EXHIBIT INDEX
Exhibit 99.1
July 9, 2024
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We have read the statements made by Sound
Group Inc. (copy attached), which we understand will be filed with the Securities and Exchange Commission, under the Form 6-K of
Sound Group Inc. dated July 9, 2024. We agree with the statements concerning our Firm contained therein.
Very truly yours,
/s/PricewaterhouseCoopers Zhong Tian LLP
Beijing, People’s Republic of China
Change in Registrant’s Certifying Accountants
Sound
Group Inc. (the “Company”) announced the dismissal of PricewaterhouseCoopers Zhong Tian LLP (“PwC”), the Company’s
independent registered public accounting firm, and appointment of Enrome LLP (“Enrome”) as the Company’s independent
registered public accounting firm for the fiscal year ended December 31, 2023, effective July 9, 2024. The appointment of Enrome
and dismissal of PwC have been approved by the audit committee of the Company’s Board of Directors.
Enrome
succeeds PricewaterhouseCoopers Zhong Tian LLP (“PwC”), the Company’s previous independent registered public accounting
firm. The reports of PwC on the Company’s consolidated financial statements for each of the fiscal years ended December 31,
2021 and 2022 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit
scope or accounting principle.
During
each of the fiscal years ended December 31, 2021 and 2022 and the subsequent period through July 9, 2024, there
have been no disagreements between the Company and PwC on any matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PwC, would have caused PwC to make reference
to the subject matter of the disagreements in its report on the consolidated financial statements, and there have been no “reportable
events” as the term is described in Item 16F(a)(1)(v) of Form 20-F, other than as disclosed in this Form 6-K. In
the same periods, the Company was advised by PwC of the following outstanding material weakness in its internal control over financial
reporting: lack of sufficient financial reporting and accounting personnel with appropriate experience of U.S. GAAP and SEC reporting
requirements, which was disclosed in the Company’s form 20-F for the fiscal year ended December 31, 2022.
In addition, during the course of audit of our financial statements
for the year ended December 31, 2023, PwC informed the Company of an issue it had identified which gave rise to its concern over
the substance and recoverability of a cash balance of US$ 12.8 million. PwC further advised the Company to carry out further investigation
beyond the current assessment performed by the management, and that it would have been necessary to expand significantly the scope of
audit and if PwC had expanded the scope of that audit, information may have come to its attention that, if further investigated, may have
materially impacted the fairness or reliability of previously issued financial statements and financial statements to be issued. Due to
the change in auditor, PwC did not expand the scope of its audit or conduct further investigation.
As
of the date of the dismissal of PwC, it had not yet completed the 2023 annual audit procedures.
The
matters described above constitute reportable events. The audit committee of the Company’s Board of Directors has discussed all
reportable events above with PwC and the Company has authorized PwC to respond fully to the inquiries made by Enrome concerning
these reportable events.
The
Company had provided PwC with a copy of the disclosure it is making in this Current Report on Form 6-K and requested from PwC a letter
addressed to the Securities and Exchange Commission indicating whether it agrees with such disclosure. A copy of PwC’s letter dated
July 9, 2024 is attached hereto as Exhibit 99.1.
Exhibit 99.2
Sound
Group Inc. Announces the Appointment of Enrome as Independent Auditor
Singapore,
July 9, 2024 (GLOBE NEWSWIRE) – Sound Group Inc. (“Sound Group” or the “Company”) (NASDAQ: SOGP),
formerly known as LIZHI INC., a global audio-centric social and entertainment company, today announced that the appointment of Enrome
LLP (“Enrome”) as the Company’s independent registered public accounting firm for the fiscal year ended December 31,
2023, effective July 9, 2024. The appointment has been approved by the audit committee of the Company’s Board of Directors.
Enrome
succeeds PricewaterhouseCoopers Zhong Tian LLP (“PwC”), the Company’s previous independent registered public accounting
firm. PwC is committed to working with the Company and Enrome to ensure a seamless transition.
About Sound Group Inc. (formerly known as LIZHI
INC.)
Sound Group Inc. is a global audio-centric social
and entertainment company driven by a clear mission and vision: building the world’s largest audio platform to better connect and
communicate. The Company is dedicated to shaping a future where audio not only bridges gaps but also amplifies human connection through
the power of sound. Sound Group Inc. has been listed on Nasdaq since January 2020.
For more information, please visit: https://ir.soundgroupinc.com/
Safe Harbor Statement
This press release contains forward-looking statements.
These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995.
Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking
statements. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to
differ materially from those contained in any forward-looking statement, including but not limited to the following: the Company’s
goals and strategies; the Company’s future business development, results of operations and financial condition; the expected growth
of the online audio market; the expectation regarding the rate at which to gain active users, especially paying users; the Company’s
ability to monetize the user base; fluctuations in general economic and business conditions in China and overseas markets; the impact
of the COVID-19 to the Company’s business operations and the economy in China and elsewhere generally; any adverse changes in laws,
regulations, rules, policies or guidelines applicable to the Company; and assumptions underlying or related to any of the foregoing. In
some cases, forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,”
“anticipate,” “target,” “aim,” “estimate,” “intend,” “plan,” “believe,”
“potential,” “continue,” “is/are likely to” or other similar expressions. Further information regarding
these and other risks, uncertainties or factors is included in the Company’s filings with the Securities Exchange Commission. All
information provided in this press release is as of the date of this press release, and the Company does not undertake any duty to update
such information, except as required under applicable law.
For investor and media inquiries, please contact:
Sound Group Inc.
IR Department
E-mail: ir@soundgroupinc.com
Piacente Financial Communications
Jenny Cai
Tel: +86 (10) 6508-0677
Brandi Piacente
Tel: +1-212-481-2050
E-mail: soundgroup@tpg-ir.com
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