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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 |
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.
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 |
