[8-K] ESG Inc. Reports Material Event

ESG Inc. reported a change in its independent auditor.

Rhea-AI Filing Summary

ESG Inc. reported a change in its independent auditor. On February 18, 2026, Boladale Lawal & Co. resigned as the company’s independent registered public accounting firm, and the board approved the engagement of Tang Qian & Associates, PLLC as the new auditor.

Boladale’s work had been limited to reviewing unaudited interim financial information for the quarters ended June 30, 2025 and September 30, 2025, and it had not issued any audit reports on annual financial statements. ESG Inc. states there were no disagreements with Boladale on accounting principles, financial statement disclosure, or audit scope, and no reportable events as defined in Regulation S-K.

Boladale indicated its resignation stemmed from regulatory, logistical, and resource constraints, including restrictions on cross-border sharing of audit workpapers for China-based operations, and not from any disagreement with ESG Inc. The company has requested a confirming letter from Boladale to be filed as Exhibit 16.1.

Insights

Audit & Governance Analyst

ESG Inc. is replacing its auditor after logistical constraints, with no reported disputes.

ESG Inc. disclosed that Boladale Lawal & Co. resigned as its independent auditor on February 18, 2026, citing regulatory, logistical, and resource constraints, including cross-border workpaper restrictions for China-based operations. The board simultaneously approved Tang Qian & Associates, PLLC as the new independent auditor.

The company reports no disagreements with Boladale on accounting principles, disclosures, or audit scope, and no reportable events under Item 304(a)(1)(v) of Regulation S-K. Boladale had only reviewed unaudited interim information for the quarters ended June 30, 2025 and September 30, 2025, without issuing annual audit opinions.

The change is structurally important but not clearly thesis-changing without financial results attached. Investors may focus on future audited filings by Tang Qian & Associates covering these periods to assess how the new auditor approaches ESG Inc.’s accounting and any China-related audit considerations.

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.

FAQ

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

What change in auditor did ESGH report for ESG Inc.?

ESG Inc. reported that Boladale Lawal & Co. resigned as its independent registered public accounting firm on February 18, 2026, and the board approved Tang Qian & Associates, PLLC as the new independent auditor on the same date, formalized through an executed engagement letter.

Why did Boladale Lawal & Co. resign as ESGH’s auditor?

Boladale Lawal & Co. stated its resignation arose from regulatory, logistical, and resource constraints that made timely completion of the audit impracticable, including restrictions on cross-border sharing of audit workpapers for China-based operations, and affirmed the decision was not due to any disagreement with ESG Inc.

Did ESGH’s ESG Inc. report any disagreements with its former auditor?

ESG Inc. stated that during its two most recent fiscal years and through February 18, 2026, there were no disagreements with Boladale Lawal & Co. on accounting principles, financial statement disclosure, or auditing scope or procedure, and no reportable events under Item 304(a)(1)(v) of Regulation S-K.

What work had Boladale Lawal & Co. completed for ESGH’s ESG Inc.?

Boladale Lawal & Co.’s services for ESG Inc. were limited to reviews of unaudited interim financial information for the quarters ended June 30, 2025 and September 30, 2025. The firm did not issue any audit report on ESG Inc.’s consolidated financial statements for any fiscal year.

Did ESGH consult Tang Qian & Associates before appointing them auditor?

ESG Inc. states that during its two most recent fiscal years and through February 18, 2026, it did not consult Tang Qian & Associates, PLLC on applying accounting principles to specific transactions, on potential audit opinions, or on any disagreements or reportable events as defined in Regulation S-K.

What is Exhibit 16.1 mentioned in ESGH’s ESG Inc. filing?

Exhibit 16.1 is described as a letter from Boladale Lawal & Co. dated February 19, 2026. ESG Inc. has requested that Boladale provide a letter to the Securities and Exchange Commission stating whether it agrees with the company’s Item 4.01 disclosures, which will be filed as this exhibit.

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Accepted by SEC EDGAR 02/20/2026 - 10:59 AM Learn about SEC filing dates

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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): February 18, 2026

ESG Inc.

(Exact name of registrant as specified in its charter)

Nevada	333-259772	87-1918342
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

433 East Hillendale Rd. Chadds Ford, PA	19317
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code      267-467-5871

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))

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. ☐

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

1

Item 4.01 Change in Registrant’s Certifying Accountant

On February 18, 2026, Boladale Lawal & Co. (“Boladale” or the “Former Auditor”) resigned as the Company’s independent registered public accounting firm, effective February 18, 2026. The Former Auditor delivered its resignation notice to the Company by email.

Also on February 18, 2026, the Company, with the approval of its Board of Directors, engaged Tang Qian & Associates, PLLC (“TQ&A” or the “New Auditor”) as the Company’s new independent registered public accounting firm pursuant to an executed engagement letter.

The Company makes the following disclosures pursuant to Item 304(a) of Regulation S-K: 

(a) During the period of the Former Auditor’s engagement, the Former Auditor did not issue an audit report on the Company’s consolidated financial statements for any fiscal year. The Former Auditor’s services were limited to reviews of the Company’s unaudited interim financial information for the quarters ended June 30, 2025 and September 30, 2025. 

(b) During the Company’s two most recent fiscal years and through February 18, 2026, there were no disagreements with the Former Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the Former Auditor’s satisfaction, would have caused it to make reference thereto in connection with any report that it might have issued. In addition, during such period and through February 18, 2026, there were no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K. 

(c) During the Company’s two most recent fiscal years and through February 18, 2026, the Company did not consult with the New Auditor regarding (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on the Company’s financial statements; or (iii) any matter that was the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

The Former Auditor stated that its resignation arose from regulatory, logistical, and resource constraints that made it impracticable to complete the audit within applicable timelines, including restrictions relating to cross-border sharing of audit workpapers for China-based operations, among other factors.

The Former Auditor further stated that the resignation was not the result of any disagreement with the Company and that it was not aware of any unresolved matters constituting a reportable event under Item 304(a)(1)(v).

The Company has provided the Former Auditor with a copy of the disclosures contained in this Item 4.01 and has requested that the Former Auditor furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein, as required by Item 304(a)(3) of Regulation S-K. The Company will file such letter as Exhibit 16.1 to this Current Report on Form 8-K, or by amendment, upon receipt.

2

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits 

Exhibit No.		Description
16.1		Letter From Boladale Lawal & Co dated February 19, 2026

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.

By: /s/ Zhi (Thomas) Yang

Name: Zhi (Thomas) Yang

Title: Chief Executive Officer

Date: February 20, 2026

3

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-16 EX-16 3.1 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB