UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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(Exact name of Company as specified in its charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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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. ☐
Section 4. Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Company's Certifying Accountant.
(1) Previous Independent Registered Public Accounting Firm
| (i) | On February 13, 2025, SUIC Worldwide Holdings Ltd. (the “Company”) dismissed its independent registered public accounting firm, HHL LLP . |
| (ii) | HHL LLP, did not issue any reports during the period from February 1, 2025 through February 13, 2025 (date of dismissal). |
| (iii) | The decision to change independent registered public accounting firm was approved by the Board of Directors of the Company. |
| (iv) | During the period from February 1, 2025 through February 13, 2025 (date of dismissal), (a) there were no disagreements with HHL LLP 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 HHL LLP would have caused it to make reference thereto in its reports on the financial statements for such years and (b) there were no “reportable events” as described in Item 304(a)(1)(v) of Regulation S-K. |
| (v) | On February 13, 2025 the Company provided HHL LLP with a copy of this Current Report and has requested that it furnish the Company with a letter addressing to the U.S. Securities and Exchange Commission stating whether it agrees with the above statements. A copy of such letter is attached as Exhibit 16.1 to this Current Report on Form 8-K. |
(2) New Independent Registered Public Accounting Firm
On February 13, 2025, concurrent with the dismissal of HHL LLP, the Company, upon the board of directors’ approval, engaged Victor Mokuolu, CPA PLLC as its new independent registered public accounting firm to audit and review the Company’s financial statements effective immediately. During the two most recent years ended December 31, 2022 and 2023, and any subsequent period through the date hereof prior to the engagement of Victor Mokuolu, CPA PLLC the Company, nor someone on its behalf, has consulted Victor Mokuolu, CPA PLLC regarding:
| (i) | Either; 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 financial statements, and neither a written report was provided to the Company nor oral advice was provided that the new accountant concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or |
| (ii) | Any matter that was either the subject of a disagreement as defined in paragraph 304(a)(1)(iv) of Regulation S-K or a reportable event as described in paragraph 304(a)(1)(v) of Regulation S-K. |
Section 9. Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired: None
(b) Pro-Forma Financial Statements: None
(c) Exhibits:
| Exhibit No. | Description | |
| 16.1 |
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Letter of HHL LLP dated February 13, 2025 to the U.S. Securities and Exchange Commission. |
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.
| Date: February 19, 2025 | SUIC Worldwide Holdings Ltd. |
| By:/s/ Yanru Zhou | |
| Yanru Zhou | |
| Chief Financial Officer |