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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): January 26, 2026 (January 22, 2026)
Aether
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-42595 |
|
35-2818803 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
110
Charlton Street, Unit RET B
New
York, New York 10014
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (347) 726-8898
1441
Broadway, 30th Floor
New
York, New York 10018
(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 |
| |
|
|
|
|
| Common
Stock, par value $0.001 per share |
|
ATHR |
|
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
January 22, 2026, the Audit Committee of the Board of Directors of Aether Holdings, Inc. (the “Company”) approved the dismissal
of ZH CPA, LLC (“ZH”), the Company’s independent registered public accounting firm, effective immediately, and approved
the appointment of KNAV CPA LLP (“KNAV”) as the Company’s independent registered public accounting firm for
the fiscal year ending September 30, 2026, effective immediately.
The
report of ZH regarding the Company’s financial statements for the fiscal years ended September 30, 2025 and September 30, 2024
did not contain any adverse opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except
that the report for the fiscal year ended September 30, 2024 included an explanatory paragraph relating to substantial doubt about the
Company’s ability to continue as a going concern.
During
the years ended September 30, 2025 and September 30, 2024 and during the interim period from the end of the most recently completed year
through January 22, 2026, the date of the dismissal, there were (a) no disagreements (as defined in Item 304(a)(1)(iv) of Regulation
S-K and the related instructions) with ZH on any matter of accounting principles or practices, financial statement disclosure or auditing
scope or procedures, which disagreements, if not resolved to the satisfaction of ZH, would have caused ZH to make reference to such disagreement
in its report or (b) no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions).
Prior
to engaging KNAV, the Company did not consult with KNAV regarding the application of accounting principles to a specific completed or
contemplated transaction or regarding the type of audit opinions that might be rendered by KNAV on the Company’s financial statements,
and KNAV did not provide any written or oral advice that was an important factor considered by the Company in reaching a decision as
to any such accounting, auditing or financial reporting issue.
The
Company provided ZH with a copy of this Current Report on Form 8-K prior to its filing with the U.S. Securities and Exchange Commission
(the “SEC”) and requested that ZH furnish the Company with a letter addressed to the SEC, pursuant to Item 304(a)(3) of Regulation
S-K, stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of
the letter, dated January 26, 2026, is filed as Exhibit 16.1 (which is incorporated by reference herein) to this Current Report on Form
8-K.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
The
following exhibits are being filed herewith:
| Exhibit
No. |
|
Description |
| 16.1 |
|
Letter from ZH CPA, LLC dated January 26, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Dated:
January 26, 2026 |
Aether
Holdings, Inc. |
| |
|
|
| |
By: |
/s/
Nicolas Lin |
| |
Name: |
Nicolas
Lin |
| |
Title: |
Chief
Executive Officer |
