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  4. [8-K] Greenland Mines Ltd Reports Material Event

Greenland Mines changes independent auditor to S&E

Greenland Mines Ltd. reported that its audit committee dismissed BCRG Group as independent registered public accounting firm and appointed Simon & Edward LLP, effective after S&E acquired BCRG’s attest business on June 15, 2026.

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

Rhea-AI Filing Summary

Greenland Mines Ltd. reported that its audit committee dismissed BCRG Group as independent registered public accounting firm and appointed Simon & Edward LLP, effective after S&E acquired BCRG’s attest business on June 15, 2026. Services previously handled by BCRG will now be performed by S&E.

BCRG’s reports on the company’s consolidated financial statements for the years ended December 31, 2025 and 2024 contained no adverse or disclaimed opinions and were not qualified, but included an explanatory paragraph expressing substantial doubt about Greenland Mines’ ability to continue as a going concern.

The company states there were no disagreements with BCRG on accounting, disclosure, or audit scope and no reportable events, other than previously disclosed material weaknesses in internal control over financial reporting. Greenland Mines did not consult S&E on accounting or reporting matters before the engagement, and has filed BCRG’s confirming letter as an exhibit.

Positive

  • None.

Negative

  • None.

Insights

Auditor change follows firm acquisition, with prior going concern doubts unchanged.

Greenland Mines is shifting from BCRG Group to Simon & Edward LLP after S&E acquired BCRG’s attest business. This suggests continuity of audit personnel and methodology, even though the signing firm name changes.

BCRG’s prior opinions for the years ended December 31, 2025 and 2024 were clean on accounting and scope but included a going concern paragraph and referenced material weaknesses in internal control over financial reporting. These issues remain part of the backdrop and are not resolved by the auditor switch itself.

The company reports no disagreements or additional reportable events with BCRG and did not pre-consult S&E on specific accounting treatments. Subsequent filings will show how S&E evaluates the going concern status and internal control remediation over future reporting periods.

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.
Attest business acquisition date June 15, 2026 Simon & Edward acquired BCRG’s attest business effective this date
Auditor change approval date June 23, 2026 Audit committee dismissed BCRG and appointed Simon & Edward
Fiscal year with going concern paragraph Year ended December 31, 2025 BCRG’s report included substantial doubt about going concern
Prior fiscal year with going concern paragraph Year ended December 31, 2024 BCRG’s report also cited going concern doubt
Exhibit 16.1 date June 23, 2026 BCRG letter filed to confirm auditor change disclosures
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 in the Company’s internal control over financial reporting financial
"except for the material weaknesses in the Company’s internal control over financial reporting previously disclosed"
reportable events regulatory
"no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions), except for the material weaknesses"
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.
emerging growth company regulatory
"Emerging growth company"
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.
Regulation S-K regulatory
"as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions"
A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.

FAQ

What auditor change did Greenland Mines (GRML) report in this 8-K?
Greenland Mines’ audit committee dismissed BCRG Group and appointed Simon & Edward LLP as its independent registered public accounting firm. The switch follows Simon & Edward’s acquisition of BCRG’s attest business, so future audits will be signed by Simon & Edward instead of BCRG.

Did Greenland Mines (GRML) and BCRG have any disagreements before the auditor change?
The company states there were no disagreements with BCRG on accounting principles, financial statement disclosure, or auditing scope or procedures. It also reports no additional reportable events under Regulation S-K, beyond previously disclosed material weaknesses in internal control over financial reporting.

What did BCRG’s prior audit opinions say about Greenland Mines’ going concern status?
BCRG’s reports on Greenland Mines’ 2025 and 2024 consolidated financial statements were unqualified but included an explanatory paragraph. That paragraph indicated substantial doubt about the company’s ability to continue as a going concern, highlighting financial uncertainty without modifying the overall audit opinion.

Were there previously disclosed internal control issues at Greenland Mines (GRML)?
Yes. The filing refers to material weaknesses in internal control over financial reporting described in Greenland Mines’ Form 10-K for the year ended December 31, 2025. These weaknesses were the only reportable events cited in connection with BCRG’s tenure as auditor.

Did Greenland Mines consult Simon & Edward before appointing them as auditor?
The company reports that it did not consult Simon & Edward on applying accounting principles, potential audit opinions, or any matters involving disagreements or reportable events before the engagement. No written reports or oral advice from Simon & Edward influenced prior accounting decisions.

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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): June 23, 2026

 

Greenland Mines Ltd.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

001-41340   86-2727441
(Commission File Number)  

(IRS Employer

Identification No.)

 

13576 Walnut Street, Suite A
Omaha, NE 68144

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code (833) 931-6330

 

 

(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:

 

Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which Registered
Common Stock   GRML   The Nasdaq Stock Market LLC
Warrants   GRMLW   The 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 ☒

 

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. ☐

 

 

 

 

 

Item 4.01 Changes in Registrant's Certifying Accountant

 

Greenland Mines Ltd. (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.

 

Item 9.01 Financial Statements and Exhibits.

  

Exhibits   Description
16.1   Letter from BCRG dated June 23, 2026
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

1

 

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 29, 2026 GREENLAND MINES LTD.
     
  By: /s/ Joseph Sinkule
  Name:  Joseph Sinkule
  Title: Chief Executive Officer

 

2

 

Source: View Original Filing on SEC EDGAR

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