Form 8-K - Current report
May 07 2024 - 10:26AM
Edgar (US Regulatory)
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0001880249
0001880249
2024-05-03
2024-05-03
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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): May
3, 2024
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WeCapital Holdings, Inc.
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(Exact name of registrant as specified in its charter) |
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Nevada |
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000-56335 |
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00-0000000 |
(state or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification Number) |
3F Aristo Toranomon
1-17-16 Nishi Shinbashi Minato-Ku,
Tokyo, Japan
(Address of principal executive offices)
81-90-6002-4978
(Registrant’s telephone number, including area
code)
________________________________________________
(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 (see General Instruction A.2. below):
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 4.01 Changes in Registrant’s Certifying
Accountant
(a) Dismissal of Independent Registered Public Accounting
Firm
On May 3, 2024, the Board of Directors of WeCapital
Holdings, Inc. (or the “Company”) approved the dismissal of BF Borgers CPA PC (“BF Borgers”) as the Company’s
independent registered public accounting firm.
The reports of BF Borgers on the Company’s financial
statements for the fiscal years ended July 31, 2023 and July 31, 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 principles other than an explanatory paragraph relating to
the Company’s ability to continue as a going concern.
During the fiscal years ended July 31, 2023 and July
31, 2022, and through the date of termination, May 3, 2024, there were no “disagreements” with BF Borgers 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 BF Borgers would have caused BF Borgers to make reference thereto in its reports on the financial statement for
such years. During the fiscal years ended July 31, 2023 and July 31, 2022, and through May 3, 2024, there have been no “reportable
events” (as defined in Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Registration S-K), except for the identified material weaknesses
in its internal control over financial reporting as disclosed in the Company’s Annual Report.
The Company provided BF Borgers with a copy of the
disclosure made herein in response to Item 304(a) of Regulation S-K. In the event BF Borgers does not furnish the Company with a copy
of its letter addressed to the Securities and Exchange Commission (the “SEC”), pursuant to Item 304(a)(3) of Regulation S-K,
stating whether or not BF Borgers agrees with the statements made by the Company in this report, no further action is required due to
the fact that BF Borgers is not currently permitted to appear or practice before the Commission as noted in Staff Statement on Issuer
Disclosure and Reporting Obligations in Light of Rule 102(e) Order against BF Borgers CPA PC, which was disseminated by the SEC this date.
The Company is currently seeking a new independent
registered public accounting firm. Once a firm is appointed, the Company will file a subsequent Form 8-K to announce the appointment.
Item 9.01 Financial Statements and Exhibits.
None.
-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 hereunto duly authorized.
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WeCapital Holdings, Inc. |
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Date: May 7, 2024 |
By |
/s/ Koichi Ishizuka |
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Koichi Ishizuka |
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Chief Executive Officer |
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