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Affiliate boosts control as Paranovus (PAVS) sells Class B shares

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(Neutral)
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(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Paranovus Entertainment Technology Ltd. reported two key corporate actions. First, its audit committee accepted the resignation of HHL LLP as independent registered public accounting firm and appointed HCL, PLLC, both effective June 26, 2026. The company states there were no disagreements or reportable events with the former auditor during its engagement.

Second, on June 30, 2026 Paranovus entered a securities purchase agreement with Happy Group Inc., an affiliate wholly owned by chairwoman Minzhu Xu. The affiliate bought 12,500 Class B ordinary shares at $8.00 per share, for gross proceeds of $100,000, a 130% premium to the June 29, 2026 Class A closing price. After closing on July 2, 2026, Xu beneficially owns 4 Class A and 12,739 Class B shares, representing about 54.32% of the company’s aggregate voting power.

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Insights

Paranovus shifts auditors and modestly increases insider voting control.

The company replaced HHL LLP with HCL, PLLC as its independent registered public accounting firm, with the board audit committee noting no disagreements or reportable events. Auditor changes are meaningful for oversight but, here, are framed as an orderly transition.

The related-party share purchase brings in only $100,000 of capital but occurs at a 130% premium to the Class A closing price as of June 29, 2026. Through Happy Group Inc., chairwoman Minzhu Xu now holds about 54.32% of voting power, reinforcing majority control. Future filings may clarify how this control level influences strategic and governance decisions.

Auditor effective change date June 26, 2026 Resignation of HHL LLP and appointment of HCL, PLLC
Shares sold to affiliate 12,500 Class B ordinary shares Issued under securities purchase agreement dated June 30, 2026
Per-share purchase price $8.00 per share Class B ordinary shares sold to Happy Group Inc.
Gross proceeds $100,000 Total proceeds from sale of 12,500 Class B ordinary shares
Premium to Class A closing price 130% Price vs. Class A closing price on June 29, 2026
Chairwoman voting power 54.32% of aggregate voting power Beneficial ownership after July 2, 2026 closing
Chairwoman Class A and B holdings 4 Class A, 12,739 Class B shares Beneficially owned through Happy Group Inc. after closing
independent registered public accounting firm regulatory
"to serve as its independent registered public accounting firm, effective on June 26, 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
reportable event regulatory
"there was no “reportable event” within the meaning of Item 16F(a)(1)(v) of Form 20-F"
securities purchase agreement financial
"entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Happy Group Inc."
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Regulation S regulatory
"The 12,500 Class B Ordinary Shares are issued in accordance with Regulation S under the Securities Act of 1933"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
Class B ordinary shares financial
"an aggregate of 12,500 Class B ordinary shares of the Company, par value US$0.0012 per share"
Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.
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FAQ

What auditor change did Paranovus Entertainment Technology (PAVS) disclose?

Paranovus replaced HHL LLP with HCL, PLLC as its independent auditor. The audit committee accepted HHL LLP’s resignation and appointed HCL, PLLC effective June 26, 2026, stating there were no disagreements or reportable events with the former auditor during its engagement.

How did the transaction affect chairwoman Minzhu Xu’s voting power at PAVS?

The transaction increased chairwoman Minzhu Xu’s aggregate voting control to about 54.32%. Following the July 2, 2026 closing, through Happy Group Inc. she beneficially owns 4 Class A and 12,739 Class B ordinary shares, representing a majority of voting power.

Were there any disagreements between Paranovus (PAVS) and its former auditor?

The company reports no disagreements or reportable events with HHL LLP. Paranovus states that since HHL LLP’s appointment on October 19, 2025, there were no issues over accounting principles, financial disclosures, audit scope, or procedures that would have required reference in an auditor’s report.

How were the new Class B shares of Paranovus (PAVS) issued to the affiliate?

The 12,500 Class B ordinary shares were issued under Regulation S. Paranovus states these shares, with a par value of $0.0012 each, were sold to Happy Group Inc. at $8.00 per share pursuant to a June 30, 2026 securities purchase agreement.

 

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 July 2026

 

Commission File Number: 001-39098

 

PARANOVUS ENTERTAINMENT TECHNOLOGY LTD.

 

1177 6th Avenue, Floor 5

New York, NY 10036

(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 ☒     Form 40-F ☐

 

 

 

  

Change in Registrant’s Certifying Accountant

 

On June 26, 2026, of the audit committee (the “Committee”) of the board of directors (the “Board”) of Paranovus Entertainment Technology Ltd.’s (the “Company”), has resolved to accept the resignation of HHL LLP (the “Former Auditor”) as the Company’s independent registered public accounting firm, effective on June 26, 2026, and to appoint HCL, PLLC (the “New Auditor”) to serve as its independent registered public accounting firm, effective on June 26, 2026.

 

Since the Former Auditor’s appointment on October 19, 2025 and up to June 26, 2026, the Former Auditor has not issued any report on the financial statements of the Company and has neither provided any adverse opinion or qualifications on the Company’s 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 the Former Auditor’s satisfaction, would have caused the Former Auditor to make reference to the subject matter thereof in its reports for such fiscal years and interim period.

 

During the two most recent fiscal years ended March 31, 2026 and 2025, and through the subsequent interim period preceding the release, there was no “reportable event” within the meaning of Item 16F(a)(1)(v) of Form 20-F.

 

The Company has provided the Former Auditor with a copy of this report prior to its filing with the U.S. Securities and Exchange Commission (the “SEC”). The Former Auditor has provided a letter to us, dated June 26, 2026 and addressed to the SEC, which is attached hereto as Exhibit 16.1 and is hereby incorporated herein by reference.

 

During the two most recent fiscal years ended March 31, 2026 and 2025, and any subsequent interim periods prior to the engagement of the New Auditor, neither the Company, nor someone on behalf of the Company, has consulted New Auditor regarding (i) the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements; (ii) the type of audit opinion that might be rendered on the Company’s financial statements by the New Auditor in either case where written or oral advice provided by the New Auditor would be an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issues; or (iii) any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).

 

Entry Into Material Definitive Agreements

 

On June 30, 2026, the Company, entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Happy Group Inc., a Cayman Islands company and an existing shareholder of the Company, which is wholly owned by the Company’s Chairwoman of the board of directors, Minzhu Xu (“Affiliate”). Pursuant to the Securities Purchase Agreement, the Affiliate agreed to subscribe for and purchase from the Company, and the Company agreed to issue and sell to the Affiliate, an aggregate of 12,500 Class B ordinary shares of the Company, par value US$0.0012 per share (“Class B Ordinary Shares”), for a purchase price of US$8.00 per share, representing 130% of the closing price of the Class A ordinary shares of the Company, par value $0.0012 each (“Class A Ordinary Shares”, collectively with Class B Ordinary Shares, the “Ordinary Shares”), as of June 29, 2026, as reported on Nasdaq.com. The gross proceeds from this offering are $100,000. The 12,500 Class B Ordinary Shares are issued in accordance with Regulation S under the Securities Act of 1933, as amended.

 

The transaction contemplated by the Securities Purchase Agreement was closed on July 2, 2026. The entry into the Securities Purchase Agreement and the consummation of the transaction contemplated thereby have been approved by the Company’s audit committee of the board of directors on June 30, 2026.

 

Immediately following the closing of the transaction contemplated by the Securities Purchase Agreement, Minzhu Xu, through Happy Group Inc., beneficially owns 4 Class A Ordinary Shares and 12,739 Class B Ordinary Shares, representing approximately 54.32% of the aggregate voting power of the Company’s outstanding Ordinary Shares.

 

The foregoing summary of the Securities Purchase Agreement is subject to, and qualified in its entirety by, such document. A copy of the Securities Purchase Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

 

2

 

   

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.

 

Paranovus Entertainment Technology Limited

 

 

Date: July 6, 2026

By:

/s/ Xiaoyue Zhang

 

Name:

Xiaoyue Zhang

 

Title:

Chief Executive Officer

 

 

 

3

 

  

EXHIBIT INDEX

 

Exhibit No.

 

Description

10.1

 

Securities Purchase Agreement dated June 30, 2026 by and between Paranovus Entertainment Technology Group LTD and Happy GROUP Inc

16.1

 

Letter from HHL LLP to the U.S. Securities and Exchange Commission, dated June 26, 2026

 

 

  

Filing Exhibits & Attachments

2 documents