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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2025
Commission File Number: 001-37790
51TALK ONLINE EDUCATION GROUP
6 Shenton Way, #38-01 OUE Downtown,
Singapore 068809
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
CHANGE IN COMPANY’S CERTIFYING ACCOUNTANTS
Auditor Change from Marcum Asia CPAs LLP to Ernst & Young LLP
On August 29, 2025, the Audit Committee of the Board of Directors (the “Audit Committee”) of 51Talk Online Education Group (the “Company”) approved the dismissal of Marcum Asia CPAs LLP (“Marcum”) as the Company’s independent registered public accounting firm, effective immediately, and the appointment of Ernst & Young LLP (“EY Singapore”) as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2025. EY Singapore was engaged on September 3, 2025.
The reports of Marcum on the consolidated financial statements of the Company and its subsidiaries as of December 31, 2024 and 2023, and for each of the three years in the period ended December 31, 2024, contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
During the fiscal years ended December 31, 2024 and 2023, and the subsequent period through August 29, 2025, there were (i) no “disagreements” (as that term is defined in Item 16F(a)(1)(iv) of Form 20-F) between the Company and Marcum 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 Marcum, would have caused Marcum to make reference to the subject matter of the disagreement in Marcum’s reports on the consolidated financial statements of the Company and its subsidiaries for such years, and (ii) no “reportable events” (as that term is defined in Item 16F(a)(1)(v) of Form 20-F).
The Company provided Marcum with a copy of the disclosures it is making in this current report on Form 6-K and requested that Marcum furnish it with a letter addressed to the U.S. Securities and Exchange Commission (“SEC”) stating whether or not Marcum agrees with the above disclosures. A copy of Marcum’s letter to the SEC, dated September 3, 2025, is furnished herewith as Exhibit 99.2 to this current report on Form 6-K.
During the fiscal years ended December 31, 2024 and 2023, and the subsequent period through August 29, 2025, neither the Company nor anyone on its behalf consulted with EY Singapore regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, (ii) the type of audit opinion that might be rendered on the Company’s financial statements and neither a written report nor oral advice was provided to the Company that EY Singapore concluded was an important factor considered by the Company in reaching a decision as to accounting, auditing or financial reporting issues, (iii) any matter that was the subject of a disagreement (as defined in Item 16F(a)(1)(iv) of Form 20-F and the related instructions), or (iv) any reportable event (as described in Item 16F(a)(1)(v) of Form 20-F).
EXHIBIT INDEX
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.
| 51TALK ONLINE EDUCATION GROUP | |||
| By | : | /s/ Cindy Chun Tang | |
| Name | : | Cindy Chun Tang | |
| Title | : | Chief Financial Officer | |
Date: September 3, 2025
Exhibit 99.1
51Talk Online Education Group Announces Engagement
of Ernst & Young
LLP, as the Company’s Independent Registered Public Accounting Firm
Singapore September 3, 2025 /PRNewswire/ -- 51Talk Online Education Group (“51Talk” or the “Company”) (NYSE American: COE), a global online education platform with core expertise in English education, today announced that on August 29, 2025, the audit committee of its board of directors and the board of directors have approved the dismissal of Marcum Asia CPAs LLP (“Marcum”) as its independent registered public accounting firm, effective immediately, and the engagement of Ernst & Young LLP as the Company’s new independent registered public accounting firm, effective on September 3, 2025. Ernst & Young LLP will be engaged to audit the annual consolidated financial statements of the Company and its subsidiaries (the “Group”) filed with the U.S. Securities and Exchange Commission for the fiscal year ending December 31, 2025.
This transition was not the result of any disagreements or unresolved matters with Marcum, the incumbent auditor of the Company, and there are no matters with respect to this transition that need to be brought to the attention of the Company’s shareholders. The Company is grateful to Marcum for its past services to the Company.
Safe Harbor Statement
This press release contains statements that may constitute “forward-looking” statements which are made pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “likely to,” and similar statements. 51Talk may also make written or oral forward-looking statements in its periodic reports to the Securities and Exchange Commission (“SEC”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about 51Talk’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. Further information regarding these and other risks is included in 51Talk’s filings with the SEC. All information provided in this press release is as of the date of this press release, and 51Talk does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
About 51Talk Online Education Group
51Talk Online Education Group (NYSE American: COE) is a global online education platform with core expertise in English education. The Company's mission is to make quality education accessible and affordable. The Company's online and mobile education platforms enable students to take live interactive English lessons on demand. The Company connects its students with highly qualified teachers using a shared economy approach, and employs student and teacher feedback and data analytics to deliver a personalized learning experience to its students.
For investor and media inquiries, please contact:
51Talk Online Education Group
David Chung
Investor Relations Vice President
davidchung@51talk.com
Jinling Wang
Investor Relations Manager
wangjinling@51talk.com
Exhibit 99.2
September 3, 2025
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We have read the statements made by 51Talk Online Education Group in its Form 6-K dated September 3, 2025. We agree with the statements concerning our Firm in such Form 6-K; we are not in a position to agree or disagree with other statements of 51Talk Online Education Group contained therein.
Very truly yours,
/s/ Marcum Asia CPAs llp
Marcum Asia CPAs llp