Bubblr switches auditors after going concern review

Q: What auditor change did Bubblr (BBLR) report in this 8-K?

Bubblr, Inc. replaced BCRG Group with Simon & Edward LLP as its independent registered public accounting firm. The change followed Simon & Edward’s acquisition of BCRG’s attest business, and the audit committee approved the dismissal and new appointment on June 23, 2026.

Q: Were there any disagreements between Bubblr (BBLR) and BCRG over accounting issues?

The filing states there were no disagreements with BCRG on accounting principles, financial statement disclosure, or auditing scope or procedures. It also notes no reportable events, other than previously disclosed material weaknesses in internal control over financial reporting in the 2025 Form 10-K.

Bubblr, Inc. filed a current report describing a change in its independent auditor following a firm acquisition.

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Form Type

8-K

Rhea-AI Filing Summary

Bubblr, Inc. filed a current report describing a change in its independent auditor following a firm acquisition. Simon & Edward LLP acquired the attest business of BCRG Group effective June 15, 2026, and Bubblr’s audit committee dismissed BCRG and appointed Simon & Edward as the new independent registered public accounting firm on June 23, 2026.

The filing states BCRG’s audit reports for the years ended December 31, 2025 and 2024 contained no adverse opinions or scope or principle qualifications, but did include an explanatory paragraph about substantial doubt regarding Bubblr’s ability to continue as a going concern. The company also notes previously disclosed material weaknesses in internal control over financial reporting and indicates there were no disagreements or other reportable events with BCRG, aside from those weaknesses. A confirming letter from BCRG is filed as an exhibit.

Insights

Bubblr changes auditors after a firm acquisition, with going concern and control weaknesses reaffirmed but no new disputes disclosed.

Bubblr, Inc. is transitioning its audit engagement from BCRG Group to Simon & Edward LLP because Simon & Edward acquired BCRG’s attest business effective June 15, 2026. The audit committee dismissed BCRG and appointed Simon & Edward on June 23, 2026, suggesting an administrative change tied to the business transfer rather than a contested auditor switch.

The report reiterates that BCRG’s opinions on the 2025 and 2024 financial statements included a going concern explanatory paragraph, highlighting substantial doubt about Bubblr’s ability to continue as a going concern. It also references previously disclosed material weaknesses in internal control over financial reporting. Management and BCRG report no disagreements or additional reportable events, and BCRG’s confirmation letter is filed, which helps support continuity and transparency even as the audit firm name changes.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Attest business acquisition date: June 15, 2026 Auditor change approval date: June 23, 2026 Fiscal years audited: 2025 and 2024 +1 more

4 metrics

Attest business acquisition date June 15, 2026 Effective date Simon & Edward LLP acquired BCRG’s attest business

Auditor change approval date June 23, 2026 Audit committee dismissed BCRG and appointed Simon & Edward LLP

Fiscal years audited 2025 and 2024 BCRG’s reports on Bubblr’s consolidated financial statements

Exhibit 16.1 date June 23, 2026 BCRG’s letter filed as Exhibit 16.1

Key Terms

independent registered public accounting firm, going concern, material weaknesses, internal control over financial reporting, +1 more

5 terms

independent registered public accounting firm financial

"dismissed BCRG as the Company’s independent registered public accounting firm and approved the appointment of S&E"

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.

going concern financial

"included an explanatory paragraph indicating that there was substantial doubt as to the Company’s ability to continue as a going concern"

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

material weaknesses financial

"except for the material weaknesses in the Company’s internal control over financial reporting previously disclosed"

Material weaknesses are significant flaws in a company’s systems for ensuring its financial reports are accurate and reliable. Like a broken lock on a safe, they increase the chance that financial statements contain big errors or omissions, which can mislead investors about performance and risk; discovering one often raises questions about management oversight, may lead to restated results, and can affect investor confidence and a company’s valuation.

internal control over financial reporting financial

"material weaknesses in the Company’s internal control over financial reporting previously disclosed under Part II, Item 9A"

Internal control over financial reporting is a company’s system of procedures and checks designed to make sure its financial statements are accurate and complete, like a set of guardrails and verification steps that catch mistakes or fraud before numbers are published. Investors care because strong controls make reported results more trustworthy, lower the risk of surprise restatements or regulatory problems, and give greater confidence when valuing the company or comparing it to peers.

reportable events regulatory

"no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions)"

Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What auditor change did Bubblr (BBLR) report in this 8-K?

Bubblr, Inc. replaced BCRG Group with Simon & Edward LLP as its independent registered public accounting firm. The change followed Simon & Edward’s acquisition of BCRG’s attest business, and the audit committee approved the dismissal and new appointment on June 23, 2026.

Why was BCRG Group dismissed as Bubblr (BBLR)’s independent auditor?

BCRG was dismissed after Simon & Edward LLP acquired its attest business effective June 15, 2026. Bubblr’s audit committee then appointed Simon & Edward as the new independent registered public accounting firm to continue providing the audit services previously handled by BCRG.

Did BCRG’s audit opinions on Bubblr (BBLR) include a going concern warning?

Yes. BCRG’s reports for 2025 and 2024 included a going concern paragraph stating substantial doubt about Bubblr’s ability to continue as a going concern. The opinions were otherwise unqualified, with no adverse or disclaimer language on the consolidated financial statements.

Were there any disagreements between Bubblr (BBLR) and BCRG over accounting issues?

The filing states there were no disagreements with BCRG on accounting principles, financial statement disclosure, or auditing scope or procedures. It also notes no reportable events, other than previously disclosed material weaknesses in internal control over financial reporting in the 2025 Form 10-K.

What material weaknesses does Bubblr (BBLR) reference in this filing?

Bubblr refers to material weaknesses in internal control over financial reporting previously disclosed in Part II, Item 9A of its Form 10-K for the year ended December 31, 2025. These weaknesses are cited as the only reportable events associated with the prior auditor.

What exhibits accompany Bubblr (BBLR)’s auditor change 8-K?

The report includes Exhibit 16.1, a letter from BCRG dated June 23, 2026, stating its position on the disclosures. It also includes Exhibit 104, the cover page interactive data file embedded within the Inline XBRL document for electronic reporting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/23/2026 - 06:42 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 23, 2026

Bubblr, Inc.

(Exact name of registrant as specified in its charter)

Wyoming

000-56747

86-2355916

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

30 N. Gould Street, #20629 Sheridan, Wyoming		82801
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:		(647) 814 7184

30 N. Gould Street, Suite R

Sheridan, Wyoming 82801

(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: None

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 pursuant to Section 13(a) of the Exchange Act. ☐

SECTION 4 – Accountants and Financial Statements

Item 4.01 Changes in Certifying Accountants.

Bubblr, Inc. (the “Company”), was notified that Simon & Edward LLP (“S&E”) acquired, effective as of June 15, 2026, attest business of BCRG Group (“BCRG”). On June 23, 2026, the Audit Committee of the Company’s Board of Directors simultaneously dismissed BCRG as the Company’s independent registered public accounting firm and approved the appointment of S&E as the Company’s new independent registered public accounting firm. The services previously provided by BCRG will now be provided by S&E.

BCRG’s audit report on the Company’s consolidated financial statements for the fiscal year ended December 31, 2025 and 2024 contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles, except that the report on the consolidated financial statements of the Company for the fiscal years ended December 31, 2025 and 2024 included an explanatory paragraph indicating that there was substantial doubt as to the Company’s ability to continue as a going concern.

During the fiscal years ended December 31, 2025 and 2024 and the subsequent interim period through the date of this Current Report on Form 8-K, there were (a) no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and BCRG 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 BCRG, would have caused BCRG to make reference to the subject matter of the disagreements in connection with BCRG’s reports on the Company’s financial statements, and (b) no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions), except for the material weaknesses in the Company’s internal control over financial reporting previously disclosed under Part II, Item 9A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Prior to engaging S&E, neither the Company nor anyone acting on its behalf consulted S&E regarding (i) 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 no written report was provided to the Company or oral advice was provided that S&E 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 described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K and the related instructions).

The Company has requested that BCRG furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of such letter, dated June 23, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

SECTION 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
16.1		Letter from BCRG dated June 23, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Dated: June 23, 2026	Bubblr, Inc.

	By:	/s/ David Chetwood
	Name:	David Chetwood
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Bubblr switches auditors after going concern review

Rhea-AI Filing Summary