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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 21, 2026
HELIO
CORPORATION
(Exact
name of registrant as specified in its charter)
| Florida |
|
000-56774 |
|
92-0586004 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission File Number) |
|
(IRS
Employer
Identification
No.) |
2448
Sixth Street, Berkeley, California 94710
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (510) 545-2666
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 provided pursuant to Section 13(a) of the Exchange Act.
Item
4.01. Changes in Registrant’s Certifying Accountant.
(a)
Dismissal of Independent Registered Public Accounting Firm.
On
February 21, 2026, the Board of Directors (the “Board”) of Helio Corporation (the “Company”) approved the dismissal
of Astra Audit & Advisory, LLC (“Astra”), effective as of February 21, 2026, as the Company’s independent registered
public accounting firm.
Astra’s
audit reports on the Company’s consolidated financial statements for the fiscal years ended October 31, 2025 and October 31, 2024
did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting
principles, except that such reports included explanatory paragraphs expressing substantial doubt about the Company’s ability to
continue as a going concern.
During
the Company’s two most recent fiscal years ended October 31, 2025 and October 31, 2024 and the subsequent interim period through
February 21, 2026, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) between
the Company and Astra on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to Astra’s satisfaction, would have caused Astra to make reference thereto in its reports.
During
the same period, there were no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
The
Company has provided Astra with a copy of the disclosures contained in this Current Report on Form 8-K and has requested that Astra furnish
the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein.
A copy of Astra’s letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b)
Engagement of New Independent Registered Public Accounting Firm.
On
February 21, 2026, following the dismissal of Astra described above, the Board approved the engagement of Hacker, Johnson & Smith
PA (“HJS”) as the Company’s independent registered public accounting firm to audit the Company’s consolidated
financial statements for the fiscal year ending October 31, 2026 and to review the Company’s interim financial statements for the
fiscal year ending October 31, 2026. HJS is registered with the Public Company Accounting Oversight Board (United States).
During
the Company’s two most recent fiscal years ended October 31, 2025 and October 31, 2024 and the subsequent interim period through
February 21, 2026, neither the Company nor anyone on its behalf consulted with HJS 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 or oral advice was provided by HJS that was an important factor considered by the Company
in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of
a “disagreement” or a “reportable event” as such terms are defined in Item 304(a)(1)(iv) and (v) of Regulation
S-K.
Item
7.01. Regulation FD Disclosure.
On
February 23, 2026, the Company issued a press release announcing that its Board of Directors has engaged Hacker, Johnson & Smith
PA, a Public Company Accounting Oversight Board (United States) registered public accounting firm, to serve as the Company’s independent
registered public accounting firm for the fiscal year ending October 31, 2026. A copy of the press release is furnished as Exhibit 99.1
to this Current Report on Form 8-K.
The
information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities
Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit No. |
|
Description |
| 16.1 |
|
Letter of Astra Audit & Advisory, LLC, dated February 25, 2026 |
| 99.1 |
|
Press Release, dated February 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.
| |
HELIO CORPORATION |
| |
|
| Date: February
26, 2026 |
By: |
/s/
Edward Cabrera |
| |
Name: |
Edward Cabrera |
| |
Title: |
Chief Executive Officer |
Exhibit
99.1
Helio
Corporation Engages New Auditor to Conduct Its PCAOB Audit in Preparation for Planned NYSE Uplisting
Berkeley,
California--(Newsfile Corp. - February 23, 2026) - Helio Corporation (OTCID: HLEO) (“Helio” or the “Company”)
today announced that its Board of Directors has engaged Hacker, Johnson & Smith PA, a PCAOB-registered public accounting firm with
significant experience serving SEC reporting companies, to conduct the Company’s audit for the fiscal year ending October 31, 2026.
The engagement is effective February 21, 2026.
Founded
in 1974, Hacker, Johnson & Smith PA brings over 50 years of audit leadership, deep SEC reporting experience dating back to 1978,
and a broad industry footprint that includes more than 60 financial institutions - offering Helio a proven partner with institutional-grade
capabilities and a personalized approach to public company reporting. The firm maintains offices in Tampa, Miami / Fort Lauderdale, and
Orlando, serving a diverse client base across regulated and complex industries.
The
firm is registered with the Public Company Accounting Oversight Board (PCAOB) and is a member of both the Center for Public Company Audit
Firms and the Employee Benefit Plan Audit Quality Center sections of the American Institute of Certified Public Accountants (AICPA).
Hacker, Johnson & Smith PA provides independent audit and tax services, with developed expertise in auditing SEC-reporting public
companies and entities operating in highly regulated sectors.
Its
audit clientele includes financial institutions, property and casualty insurance companies, manufacturers, securities broker-dealers,
employee benefit plans, and not-for-profit organizations - industries that require rigorous compliance frameworks, robust internal controls,
and sophisticated financial reporting processes.
The
firm’s approach emphasizes becoming thoroughly familiar with each client’s operations to deliver efficient, cost-effective
audits while maintaining the highest standards of independence and professional oversight. Its comprehensive experience enables it to
address complex accounting and reporting matters and provide effective, timely solutions for growing public companies.
“The
engagement of Hacker, Johnson & Smith PA reflects our commitment to strengthening Helio’s audit infrastructure with a firm
that brings substantial SEC reporting expertise and institutional-level audit standards,” said Ed Cabrera, CEO and Chairman of
Helio Corporation. “As we advance our Space-Based Solar Power initiatives and expand our commercial focus, maintaining rigorous
financial reporting and governance practices remains foundational to building shareholder confidence and supporting sustainable growth.”
The
Board’s decision to engage Hacker, Johnson & Smith PA aligns with Helio’s continued focus on enhancing corporate governance,
improving internal reporting processes, and positioning the Company to meet evolving public market expectations as it advances progress
towards uplisting on the NYSE.
For
More Information:
Ed Cabrera
Chairman of the Board and Chief Executive Officer
Helio Corporation
(956) 225-9639
emcabrera@helio.space
About
Helio Corporation
Helio
is pioneering a new class of energy infrastructure-space-based power systems aka “Power plants in space” that captures solar
energy beyond Earth’s atmosphere and beams it safely and efficiently to the surface. Our vision is to establish orbital energy
platforms as a foundational layer of the global power grid, delivering uninterrupted, carbon-free electricity at scale and reshaping
how nations power cities, industries, and critical systems. Founded in 2018 as the ‘problem solvers to the space industry,’
Helio designs and delivers world-class space mechanisms, advanced antenna systems, and space design solutions; supporting NASA, private
companies, universities, and global space agencies across missions ranging from small-scale programs to flagship space initiatives. We
are proud to be a trusted partner to over a dozen space agencies, organizations, and companies across the globe. Our products can be
found operating from the Sun to Jupiter. From NASA and European Space Agency to emerging private aerospace firms and academic institutions,
we collaborate with some of the most innovative and forward-thinking players in the space industry.
For
more information on the new strategic direction, financing initiatives and management additions, please visit www.helio.space to
be added to our email list.
Note
Regarding Forward-Looking Statements:
Some
of the matters discussed herein may contain forward-looking statements that involve significant risk and uncertainties. Forward-looking
statements can be identified by the use of words like “believes,” “could,” “possibly,” “probably,”
“anticipates,” “estimates,” “projects,” “expects,” “may,” “will,”
“should,” “seek,” “intend,” “plan,” “expect,” or “consider” or
the negative of these expressions or other variations, or by discussions of strategy that involve risks and uncertainties. All forward-looking
statements involve known and unknown risks, uncertainties and other factors that may cause our actual transactions, results, performance
or achievements to be materially different from any future transactions, results, performance or achievements expressed or implied by
such forward-looking statements, including our ability to obtain financing on acceptable terms or at all, and other risk factors included
in the reports we file with the Securities and Exchange Commission (the “Commission”). We base these forward-looking statements
on current expectations and projections about future events and the information currently available to us. Although we believe that the
assumptions for these forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate. Consequently, no
representation or warranty can be given that the estimates, opinions, or assumptions made in or referenced by this press release, including,
but not limited to, our ability to obtain financing, will prove to be accurate. We caution you that the forward-looking statements in
this press release are only estimates and predictions, or statements or current intent. Actual results or outcomes, or actions that we
ultimately undertake, could differ materially from those anticipated in the forward-looking statements due to risks, uncertainties or
actual events differing from the assumptions underlying these statements. We caution investors not to rely on the forward-looking statements
contained in or made in connection with this press release and encourage investors to review the reports we file with the Commission.
The Company undertakes no duty or obligation to update any forward-looking statements contained in this press release as a result of
new information, future events or changes in the Company’s business plans or model.
Source: Helio
Corporation
