STOCK TITAN
  1. Home
  2. Sec-filings
  3. FGI
  4. [8-K] FGI Industries Ltd. Reports Material Event

Auditor change at FGI Industries (NASDAQ: FGI) amid disclosed control weakness

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

FGI Industries Ltd. changed its independent auditor. On April 20, 2026, the audit committee dismissed CBIZ CPAs P.C. and engaged Marcum Asia CPAs LLP to audit the consolidated financial statements for the year ending December 31, 2026.

CBIZ’s audit report on the year ended December 31, 2025 contained no adverse opinion, disclaimer, or qualification. The company reports no disagreements or other reportable events with CBIZ, apart from a previously disclosed material weakness in internal control over financial reporting related to journal entry and account reconciliation review controls at a recently in‑scope foreign subsidiary.

Positive

  • None.

Negative

  • Material weakness in internal control over financial reporting exists at a recently in‑scope foreign subsidiary, specifically affecting the precision of journal entry and account reconciliation review controls as of the year ended December 31, 2025.

Insights

FGI changes auditors while addressing a disclosed internal control weakness.

FGI Industries replaced CBIZ CPAs P.C. with Marcum Asia CPAs LLP as independent auditor for the 2026 fiscal year. The company states CBIZ’s prior report for 2025 had no adverse or qualified opinion and that there were no disagreements or reportable events beyond one disclosed control issue.

The material weakness in internal control over financial reporting involves the precision of journal entry and account reconciliation review controls at a newly in-scope foreign subsidiary. This weakness was disclosed in the December 31, 2025 Form 10‑K. The 8‑K emphasizes that Marcum Asia had not been consulted on accounting matters before its appointment.

This combination—a control weakness and an auditor change—can draw investor attention to financial reporting quality and remediation progress, even though the company reports no disputes with CBIZ. Future periodic reports describing the status of this material weakness and Marcum Asia’s first audit for 2026 will help clarify how these governance points evolve.

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, and exhibit attachments filed with this report.
Prior audited period Year ended December 31, 2025 CBIZ audit report carried no adverse or qualified opinion
New audit period Year ending December 31, 2026 Marcum Asia appointed to audit this fiscal year
Material weakness timing As of December 31, 2025 Internal control weakness at a recently in‑scope foreign subsidiary
independent registered public accounting firm financial
"approved the dismissal of CBIZ CPAs P.C. (“CBIZ”) as our independent registered public accounting firm"
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.
material weakness financial
"the Company identified material weakness in its internal control over financial reporting"
A material weakness is a significant flaw in the systems and checks a company uses to ensure its financial reports are accurate, meaning errors or fraud could happen and not be caught. For investors it matters because it raises the risk that reported results are unreliable—similar to finding a hole in a ship’s hull—potentially leading to corrected financials, regulatory action, reduced trust, and negative effects on stock value and borrowing costs.
internal control over financial reporting financial
"material weakness in its internal control over financial reporting as of and for the year ended"
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
"there were no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K)"
emerging growth company regulatory
"Emerging growth company x"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
FALSE000186494300018649432026-04-202026-04-200001864943us-gaap:CommonStockMember2026-04-202026-04-200001864943us-gaap:WarrantMember2026-04-202026-04-20

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): April 20, 2026
____________________________________________________
FGI Industries Ltd.
(Exact name of registrant as specified in its charter)
____________________________________________________
Cayman Islands001-4120798-1603252
(State or other jurisdiction of
incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
906 Murray Road
East Hanover, NJ 07936
(Address of principal executive offices) (Zip Code)
(973) 428-0400
(Registrant’s telephone number, including area code)
N/A
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 classTrading Symbol(s)
Name of each exchange
on which registered
Ordinary Shares, $0.0005 par value per shareFGIThe Nasdaq Stock Market LLC
Warrants to purchase Ordinary SharesFGIWWThe 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 x
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. o


Item 4.01.   Changes in Registrant's Certifying Accountant.
(a) Dismissal of Independent Registered Public Accounting Firm.
On April 20, 2026, the Audit Committee (the “Audit Committee”) of the Board of Directors of FGI Industries Ltd. (the “Company” or “FGI”) approved the dismissal of CBIZ CPAs P.C. (“CBIZ”) as our independent registered public accounting firm effective on the same day.
The audit report of CBIZ on our consolidated financial statements for the year ended December 31, 2025 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the year ended December 31, 2025 and in the subsequent interim period through April 20, 2026, (i) there were no “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with CBIZ on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of CBIZ, would have caused CBIZ to make reference to the subject matter of such disagreement in connection with its reports on the financial statements for such periods, and (ii) there were no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions), except that the Company identified material weakness in its internal control over financial reporting as of and for the year ended December 31, 2025, as disclosed in Part II, Item 9A, Controls and Procedures, of the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on April 10, 2026, specifically that such material weakness are related to the precision of journal entry and account reconciliation review controls at a recently in‑scope foreign subsidiary.
We provided CBIZ with a copy of the disclosure contained in this section of this Current Report on Form 8-K prior to the time this report was filed with the SEC and requested that CBIZ furnish us with a letter addressed to the SEC stating whether it agrees with the above statements and, if not, stating the respects to which it does not agree. A copy of CBIZ’s letter, dated April 23, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Engagement of Independent Registered Public Accounting Firm.
On April 20, 2026, the Audit Committee appointed Marcum Asia CPAs LLP (“Marcum Asia”) as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2026.
During our two most recent fiscal years ended December 31, 2025 and 2024 and in the subsequent interim period through April 20, 2026, neither we nor anyone on our behalf consulted Marcum Asia 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 our consolidated financial statements, in connection with which either a written report or oral advice was provided to us that Marcum Asia concluded was an important factor considered by us 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 that term is defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
Item 9.01.   Financial Statements and Exhibits.
(d)Exhibits.
Exhibit
NumberDescription
16.1
Letter from CBIZ CPAs P.C.
104Cover Page Interactive Data File formatted in Inline XBRL.


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.
FGI Industries Ltd.
 
 
Date: April 23, 2026By:/s/ John Chen
John Chen
Executive Chairman

Source: View Original Filing on SEC EDGAR

FAQ

What auditor change did FGI (FGI) disclose in this 8-K?

FGI Industries’ audit committee dismissed CBIZ CPAs P.C. as its independent registered public accounting firm and appointed Marcum Asia CPAs LLP to audit the consolidated financial statements for the fiscal year ending December 31, 2026, signaling a transition in external audit oversight.

Did CBIZ issue a negative audit opinion on FGI (FGI) for 2025?

No. CBIZ’s audit report on FGI Industries’ consolidated financial statements for the year ended December 31, 2025 contained no adverse opinion, no disclaimer of opinion, and was not qualified or modified regarding uncertainty, audit scope, or accounting principles, according to the company’s disclosure.

Were there any disagreements between FGI (FGI) and CBIZ over accounting matters?

FGI Industries states there were no disagreements with CBIZ, as defined under SEC rules, on accounting principles, financial statement disclosure, or audit procedures during 2025 and through April 20, 2026 that would have required CBIZ to reference such issues in its audit reports.

What internal control weakness did FGI (FGI) report alongside the auditor change?

FGI Industries reports a material weakness in internal control over financial reporting as of December 31, 2025. It relates to the precision of journal entry and account reconciliation review controls at a recently in‑scope foreign subsidiary, as described in the company’s Form 10‑K controls and procedures section.

Did FGI (FGI) previously consult Marcum Asia before appointing it auditor?

FGI Industries states that during its two most recent fiscal years and through April 20, 2026, neither the company nor anyone on its behalf consulted Marcum Asia on accounting applications, potential audit opinions, or any issues involving disagreements or reportable events under SEC Regulation S‑K definitions.

What document from CBIZ is included with FGI’s (FGI) 8-K filing?

FGI Industries includes as Exhibit 16.1 a letter from CBIZ CPAs P.C. addressed to the SEC. The company requested this letter to indicate whether CBIZ agrees with the statements about its dismissal and related matters described in the filing’s auditor change disclosure.

Filing Exhibits & Attachments

5 documents

Other Documents