UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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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 4.01 Changes in Registrant’s Certifying Accountant.
On March 2, 2026, the Audit Committee of the Board of Directors (the “Audit Committee”) of GigaCloud Technology Inc (the “Company”) approved the selection of Grant Thornton LLP (“Grant Thornton”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, subject to the completion of Grant Thornton’s client acceptance and independence procedures and execution of an engagement letter.
In connection with the Audit Committee’s responsibility for the appointment, retention and oversight of the work of the independent auditor, the Audit Committee has conducted a comprehensive review of the Company’s external audit requirements. The review included consideration of the mandatory five‑year audit partner rotation requirement under Rule 2-01(c)(6) of Regulation S-X of the Securities Exchange Act of 1934, as amended, given that the lead audit partner of the Company’s current independent auditor is approaching the end of the permitted service period. The Audit Committee also evaluated factors including audit quality, industry expertise relevant to the Company’s scale and business sectors, regulatory environment, geographic alignment with the Company’s primary listing and investor base and the proximity of the auditor’s engagement team to the Company’s headquarters in California. Based on this review, the Audit Committee concluded that it is in the best interests of the Company and its shareholders to appoint Grant Thornton in California as the Company’s independent auditor.
On March 2, 2026, the Audit Committee approved the dismissal of KPMG Huazhen LLP (“KPMG”) as the Company’s independent registered public accounting firm effective immediately.
KPMG’s audit reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2025 and 2024, did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle.
During the fiscal years ended December 31, 2025 and 2024, and the subsequent interim period through March 2, 2026, the date of KPMG’s dismissal, there were (i) no disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, that, if not resolved to the satisfaction of KPMG would have caused KPMG to make reference to the subject matter thereto in connection with its reports on the Company’s consolidated financial statements for such years, or (ii) no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
The Company provided KPMG with a copy of this Current Report on Form 8-K (“Form 8-K”) and requested that KPMG furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether or not KPMG agrees with the statements above. A copy of KPMG’s letter, dated March 3, 2026, is attached hereto as Exhibit 16.1 to this Form 8-K.
During the fiscal years ended December 31, 2025 and 2024, and the subsequent interim period through March 2, 2026, neither the Company, nor any party on its behalf, consulted with Grant Thornton with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of the audit opinion that might be rendered with respect to the Company’s consolidated financial statements, and no written report or oral advice was provided to the Company by Grant Thornton that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was the subject to any disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or any reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
On March 3, 2026, the Company issued a press release announcing the changes in its certifying accountant. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 - Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:
Exhibit No. | Description | |||||||
16.1 | ||||||||
99.1 | ||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 3rd day of March 2026.
By: | /s/ Larry Lei Wu | ||||
Name: | Larry Lei Wu | ||||
Title: | Chairman of the Board of Directors and Chief Executive Officer | ||||
March 3, 2026 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We were previously principal accountants for GigaCloud Technology Inc (the “Company”) and, under the date of February 26, 2026, we reported on the consolidated financial statements of the Company as of and for the years ended December 31, 2025 and 2024 and the effectiveness of internal control over f inancial reporting as of December 31, 2025. On March 2, 2026, we were dismissed. We have read the Company’s statements included under Item 4.01 of its Form 8-K dated March 3, 2026, and we agree with such statements, except that we are not in a position to agree or disagree with the Company’s statements in the f irst, second, third and seventh paragraphs of such Item 4.01. Very truly yours, KPMG Huazhen LLP KPMG Huazhen LLP 25th Floor, Tower II, Plaza 66 1266 Nanjing West Road Shanghai 200040 China Telephone +86 (21) 2212 2888 Fax +86 (21) 6288 1889 Internet kpmg.com/cn 毕马威华振会计师事务所 (特殊普通合伙) 中国上海 南京西路 1266 号 恒隆广场 2 号楼 25 楼 邮政编码:200040 电话 +86 (21) 2212 2888 传真 +86 (21) 6288 1889 网址 kpmg.com/cn KPMG Huazhen LLP, a People's Republic of China partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, 毕马威华振会计师事务所(特殊普通合伙) — 中国合伙制会计 师事务所，是与毕马威国际有限公司(英国私营担保有限公 司)相关联的独立成员所全球组织中的成员。
Exhibit 99.1
GigaCloud Technology Inc Announces Appointment of U.S. Auditor
EL MONTE, Calif., March 3, 2026 – GigaCloud Technology Inc (Nasdaq: GCT) (“GigaCloud” or the “Company”), a pioneer of global end-to-end B2B ecommerce technology solutions for large parcel merchandise, today announced that its Audit Committee has appointed Grant Thornton LLP, a U.S.-based audit firm, as the Company’s new independent registered public accounting firm, subject to the completion of Grant Thornton’s client acceptance and independence procedures and execution of an engagement letter. The appointment follows the dismissal of the Company’s independent registered public accounting firm, KPMG Huazhen LLP.
The change reflects the Company’s ongoing efforts to align its professional resources with its current operational structure and strategic priorities.
“We are pleased to welcome Grant Thornton LLP as our new external auditors”, said Erica Wei, Chief Financial Officer. “This decisions reflects our ongoing commitment to maintain strong governance and is responsive to feedback from our valued shareholders regarding the importance of having a U.S.-based auditor as we continue to operate our headquarters in California.”
The Company has filed a Form 8-K under Item 4.01 in connection with the changes in its certifying accountant with the Securities and Exchange Commission on March 3, 2026.
About GigaCloud Technology Inc
GigaCloud Technology Inc is a pioneer of global end-to-end B2B technology solutions for large parcel merchandise. The Company’s B2B ecommerce platform, which it refers to as the “GigaCloud Marketplace,” integrates everything from discovery, payments and logistics tools into one easy-to-use platform. The Company’s global marketplace seamlessly connects manufacturers, primarily in Asia, with resellers, primarily in the U.S., Asia and Europe, to execute cross-border transactions with confidence, speed and efficiency. The Company offers a truly comprehensive solution that transports products from the manufacturer’s warehouse to the end customer’s doorstep, all at one fixed price. The Company first launched its marketplace in January 2019 by focusing on the global furniture market and has since expanded into additional categories such as home appliances and fitness equipment. For more information, please visit the Company’s website: https://investors.gigacloudtech.com/.
Forward-Looking Statements
This press release contains “forward-looking statements.” Forward-looking statements reflect our current view about future events. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “could,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “propose,” “potential,” “continue” or similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.
For investor and media inquiries, please contact:
GigaCloud Technology Inc
Investor Relations
Email: ir@gigacloudtech.com
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