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): June 20, 2022

CXJ GROUP CO., LIMITED

(Exact name of registrant as specified in its charter)

C290, DoBe E-Manor,

Dongning Road No. 553,

Jianggan District, Hangzhou City

Zhejiang Province, Peoples Republic of China

(Address of Principal Executive Offices) (NA)

+86 18668175727

(Registrant’s telephone 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:

Securities registered pursuant to Section 12(b) of the Act:

(a) Dismissal of Independent Registered Public Accounting Firm.

On June 14, 2022, CXJ Group Co., Limited (the “Company”) notified Zhen Hui Certified Public Accountant (“Zhen Hui”) that it was being dismissed as the Company’s independent registered public accounting firm effective May 31, 2022. The decision to dismiss Zhen Hui as the Company’s independent registered public accounting firm was approved by the Company’s board of directors (the “Board”).

Zhen Hui’s audit review on the consolidated financial statements of CXJ Group Co., Limited as of and for the interim period ended November 30, 2021 and February 28, 2022, there were no (i) disagreements, within the meaning of Item 304(a)(1)(iv) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (“Regulation S-K”), and the related instructions thereto, with Zhen Hui 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 Zhen Hui, would have caused Zhen Hui to make reference to the subject matter of the disagreements in connection with its reports; or (ii) “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions.

The Company provided Zhen Hui with the disclosures under this Item 4.01 of Form 8-K and requested Zhen Hui to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company in this Item 4.01 of Form 8-K and, if not, stating the respects in which it does not agree. Zhen Hui’s letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(b) Appointment of New Independent Registered Public Accounting Firm.

On June 13, 2022, the Board approved the appointment of TAAD LLP (“TAAD”) as the Company’s new independent registered public accounting firm for the fiscal year ending May 31, 2022, effective immediately. During the Company’s two most recent fiscal years ended May 31, 2021, and 2020, and the subsequent interim periods, neither the Company nor anyone acting on its behalf consulted with TAAD with respect to: (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 consolidated financial statements, and TAAD did not provide either a written report or oral advice to the Company that TAAD concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) (a) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or (b) a “reportable event” as described in Item 304(a)(1)(v) of Regulation S-K.

(d) Exhibits

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.