AIxCrypto Holdings (NASDAQ: AIXC) appoints new auditor HTL International

Rhea-AI Filing Summary

AIxCrypto Holdings, Inc. reported that its audit committee terminated Macias Gini & O’Connell LLP as its independent registered public accounting firm on December 12, 2025 and engaged HTL International, LLC as the new auditor.

The company stated that during its two most recent fiscal years and the interim period through December 12, 2025, there were no disagreements with Macias Gini & O’Connell on accounting principles or practices, financial statement disclosure, or audit scope or procedure, and no reportable events as defined under SEC rules for auditor changes. The company also included a letter from Macias Gini & O’Connell to the SEC, filed as an exhibit, stating whether the firm agrees with these disclosures.

Insights

Equity Research Analyst

Auditor change disclosed with no reported disputes or reportable events.

AIxCrypto Holdings replaced Macias Gini & O’Connell LLP with HTL International, LLC as its independent registered public accounting firm, effective December 12, 2025. The change was approved by the audit committee, which is the body typically responsible for overseeing external audits and auditor selection.

The company stated that over its two most recent fiscal years and the interim period through December 12, 2025, it had no disagreements with Macias Gini & O’Connell on accounting principles, financial statement disclosures, or audit scope, and reported no events that would trigger special disclosure under SEC rules. It also noted that neither the company nor its representatives consulted HTL in advance on specific accounting applications or expected audit opinions during that period.

This combination of assertions indicates the change is presented as an administrative decision rather than a response to a specific disclosed accounting issue. Future periodic reports signed by HTL as the new auditor will show how it applies audit procedures and opinions to the company’s financial statements.

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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): December 12, 2025

AIxCrypto Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-37428		26-3474527
(State or other jurisdiction		(Commission File Number)		(I.R.S. Employer
of incorporation)				Identification No.)

5857 Owens Avenue, Suite 300
Carlsbad, California		90248
(Address of principal executive offices)		(Zip Code)

(760) 452-8111

(Registrant’s telephone number, including area code)

Not Applicable

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		AIXC		The Nasdaq Stock Market LLC

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 December 12, 2025, the Audit Committee of the Board of Directors of AIxCrypto Holdings, Inc., a corporation incorporated under the laws of the State of Delaware (the “Company”) terminated Macias Gini & O’Connell LLP (“MGO”) as the independent registered public accounting firm of the Company.

During the Company’s two most recent fiscal years and the subsequent interim period through December 12, 2025, there were no disagreements with MGO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of MGO, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report. During the Company’s two most recent fiscal years and the subsequent interim period through December 12, 2025, there were no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K.

The Company provided MGO with a copy of the foregoing disclosure and requested MGO to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made therein. A copy of such letter furnished by MGO is filed as Exhibit 16.1 to this Form 8-K.

On December 12, 2025, the Company’s Audit Committee approved the engagement of HTL International, LLC (“HTL”) as the Company’s new independent registered public accounting firm.

During the Company’s two most recent fiscal years and the subsequent interim period through December [10], 2025, neither the Company nor anyone on its behalf consulted with HTL regarding (i) the application of accounting principles to a specified transaction, either completed or proposed; 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 that HTL 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 Item 304(a)(1)(iv) of Regulation S-K and its related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Current Report on Form 8-K:

No.		Description of Exhibits
16.1		Letter from Macias Gini & O’Connell LLP
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

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.

	AIXCRYPTO HOLDINGS, INC.
Date: December 15, 2025	By:	/s/ Koti Meka
	Name:	Koti Meka
	Title:	Chief Financial Officer

3

FAQ

What change in auditor did AIxCrypto Holdings announce?

AIxCrypto Holdings reported that its audit committee terminated Macias Gini & O’Connell LLP as its independent registered public accounting firm and approved the engagement of HTL International, LLC as the new auditor on December 12, 2025.

Were there any disagreements with Macias Gini & O’Connell LLP before the change?

The company stated that during its two most recent fiscal years and the interim period through December 12, 2025, there were no disagreements with Macias Gini & O’Connell LLP on accounting principles or practices, financial statement disclosure, or auditing scope or procedure, and no reportable events under SEC rules for auditor changes.

Who is the new independent registered public accounting firm for AIxCrypto Holdings (AIXC)?

The audit committee approved HTL International, LLC as AIxCrypto Holdings’ new independent registered public accounting firm to replace Macias Gini & O’Connell LLP.

Did AIxCrypto Holdings consult HTL International before appointing it as auditor?

The company reported that during its two most recent fiscal years and the interim period through December 10, 2025, neither it nor anyone acting on its behalf consulted HTL International about the application of accounting principles to specific transactions, the type of audit opinion that might be issued, or any matters involving disagreements or reportable events.

What exhibit related to the auditor change did AIxCrypto Holdings file?

AIxCrypto Holdings filed a letter from Macias Gini & O’Connell LLP addressed to the SEC as an exhibit, in which the former auditor states whether it agrees with the company’s description of the circumstances surrounding the change in auditors.

Does the disclosure indicate any reportable events tied to the former auditor?

The company specifically stated that during the relevant periods there were no reportable events of the kind described in SEC rules governing disclosures about changes in independent auditors.