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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 |
