Phaos Technology changes auditor after going concern note

Phaos Technology Holdings (Cayman) Limited has changed its independent auditor, dismissing Kreit & Chiu CPA LLP and appointing AssentSure PAC effective March 31, 2026.

Rhea-AI Filing Summary

Phaos Technology Holdings (Cayman) Limited has changed its independent auditor, dismissing Kreit & Chiu CPA LLP and appointing AssentSure PAC effective March 31, 2026. Kreit & Chiu’s reports for the years ended April 30, 2025, 2024, and 2023 contained no adverse opinions, but the 2025 report included an explanatory paragraph about the company’s ability to continue as a going concern. The company states there were no disagreements or reportable events with Kreit & Chiu and notes it had not previously consulted AssentSure on accounting or auditing matters before the engagement.

Insights

Accounting & governance analyst

Phaos switches auditors with prior going concern note disclosed.

The company replaced Kreit & Chiu CPA LLP with AssentSure PAC as its independent registered public accounting firm, effective March 31, 2026. The outgoing auditor’s reports for fiscal years ended April 30, 2025, 2024, and 2023 carried no adverse opinions.

However, the report for the year ended April 30, 2025 included an explanatory paragraph about the company’s ability to continue as a going concern, signaling previously disclosed financial uncertainty. The company states there were no disagreements or reportable events with Kreit & Chiu through March 31, 2026.

The filing also notes that during the past two fiscal years and subsequent interim periods, the company did not consult AssentSure on accounting principles, audit opinions, or any matters involving disagreements or reportable events before formally engaging the firm.

Key Figures

Dismissal effective date: March 31, 2026 Fiscal year end: April 30, 2025 Comparative fiscal year: April 30, 2024 +1 more

4 metrics

Dismissal effective date March 31, 2026 Effective date of Kreit & Chiu dismissal and AssentSure appointment

Fiscal year end April 30, 2025 Year for which going concern explanatory paragraph was included

Comparative fiscal year April 30, 2024 One of the two most recent fiscal years referenced with no disagreements

Exhibit letter date April 20, 2026 Date of Kreit & Chiu letter filed as Exhibit 16.1

Key Terms

independent registered public accounting firm, going concern, reportable events, audit committee, +1 more

5 terms

independent registered public accounting firm financial

"dismissed its independent registered auditor, Kreit & Chiu CPA LLP"

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

"explanatory paragraph in the report for the fiscal year ended April 30, 2025 regarding 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.

reportable events regulatory

"there were no “reportable events” as described in Item 16F(a)(1)(v) of Form 20-F"

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.

audit committee financial

"which action was approved and ratified by the audit committee of the board of directors"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Form 20-F regulatory

"as described in Item 16F(a)(1)(v) of Form 20-F"

Form 20-F is the standardized annual disclosure that non-U.S. companies must file with the U.S. securities regulator when their shares are traded in the U.S.; it contains audited financial statements, a plain-language description of the business, management discussion, governance details and key risk factors. It matters to investors because it provides a consistent, comparable company “report card” and rulebook, helping buyers assess financial health, governance and risks before investing.

FAQ

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

What auditor change did Phaos Technology Holdings (POAS) disclose?

Phaos Technology Holdings dismissed Kreit & Chiu CPA LLP and appointed AssentSure PAC as its new independent registered public accounting firm, effective March 31, 2026. The change was approved and ratified by the audit committee and confirmed by the board of directors on the same date.

Did Phaos Technology Holdings (POAS) report any disagreements with its former auditor?

The company states there were no disagreements with Kreit & Chiu on accounting principles, financial statement disclosure, or audit scope during the two most recent fiscal years and through March 31, 2026. It also reports no "reportable events" as defined in Item 16F(a)(1)(v) of Form 20-F.

What did the prior auditor say about Phaos Technology Holdings’ going concern status?

Kreit & Chiu’s report on Phaos Technology Holdings’ financial statements for the year ended April 30, 2025 included an explanatory paragraph about the company’s ability to continue as a going concern. The reports for 2024 and 2023 contained no adverse opinions or disclaimers and were not otherwise modified.

Was AssentSure PAC consulted by Phaos Technology Holdings (POAS) before its engagement?

The company states that during the two most recent fiscal years ended April 30, 2025 and 2024, and interim periods before engagement, it did not consult AssentSure PAC on applying accounting principles, potential audit opinions, or any matters involving disagreements or reportable events under Form 20-F.

How did Phaos Technology Holdings (POAS) involve its audit committee in the auditor change?

The decision to dismiss Kreit & Chiu and appoint AssentSure PAC was approved and ratified by the audit committee and then confirmed by the board of directors on March 31, 2026. This indicates the change followed the company’s formal corporate governance processes.

What additional document did Phaos Technology Holdings file about the auditor change?

Phaos Technology Holdings provided Kreit & Chiu with a copy of the report and requested a letter to the U.S. Securities and Exchange Commission stating whether it agrees with the company’s disclosures. This response letter is filed as Exhibit 16.1 to the Form 6-K.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/20/2026 - 04:00 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April, 2026

Commission File Number: 001-42952

Phaos Technology Holdings (Cayman) Limited

(Exact name of registrant as specified in its charter)

55 Ayer Rajah Crescent #05-05,

Singapore

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Changes in Company’s Certifying Accountant

(1) Previous Independent Registered Public Accounting Firm

(i) Effective on March 31, 2026, Phaos Technology Holdings (Cayman) Limited (the “Company”) dismissed its independent registered auditor, Kreit & Chiu CPA LLP (“Kreit & Chiu”), which action was approved and ratified by the audit committee of the board of directors of the Company (the “Audit Committee”) and confirmed by the Board of Directors (the “Board”) on March 31, 2026.

(ii) The reports of Kreit & Chiu on the consolidated financial statements of the Company as of and for the fiscal years ended April 30, 2025, 2024, and 2023 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles other than inclusion of an explanatory paragraph in the report for the fiscal year ended April 30, 2025 regarding the Company’s ability to continue as a going concern.

(iii) The decision to change the independent registered public accounting firm was approved by the Audit Committee and confirmed by the Board.

(iv) During the Company’s two most recent fiscal years ended April 30, 2025 and 2024, and through March 31, 2026, the date of dismissal, (a) there were no disagreements with Kreit & Chiu on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Kreit & Chiu, would have caused it to make reference thereto in its reports on the financial statements for such periods, and (b) there were no “reportable events” as described in Item 16F(a)(1)(v) of Form 20-F.

(v) The Company provided Kreit & Chiu with a copy of this Report and has requested that it furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees with the above statements. A copy of such letter is attached as Exhibit 16.1 to this Report of Foreign Private Issuer on Form 6-K.

(2) New Independent Registered Public Accounting Firm

On March 31, 2026, the Audit Committee and the Board approved and ratified the appointment of AssentSure PAC (“AssentSure”) as the Company’s new independent registered public accounting firm to audit the Company’s financial statements, effective March 31, 2026. During the two most recent fiscal years ended April 30, 2025 and 2024, and any subsequent interim periods through the date hereof prior to the engagement of Assentsure, neither the Company, nor someone on its behalf, has consulted AssentSure regarding:

(i) either: 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 consolidated financial statements, and either a written report was provided to the Company or oral advice was provided that AssentSure 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 defined in Item 16F(a)(1)(iv) of Form 20-F or a reportable event as described in Item 16F(a)(1)(v) of Form 20-F.

EXHIBIT INDEX

Exhibit No.		Description
16.1		Letter of Kreit & Chiu to the United States Securities and Exchange Commission dated April 20, 2026

2

SIGNATURE

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, thereunto duly authorized.

	Phaos Technology Holdings (Cayman) Limited
Date: April 20, 2026	By:	/s/ Gan Hong Loon
	Name:	Gan Hong Loon
	Title:	Director, Chief Executive Officer and Chief Financial Officer

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Filing Exhibits & Attachments

1 document

Other Documents

• EX-16.1 EX-16.1 5.1 KB