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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 22, 2026
Quantum Cyber N.V.
(Exact Name of Registrant as Specified in its
Charter)
| The Netherlands |
|
001-41010 |
|
N/A |
|
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
1501 Belvedere Road Suite 500, West Palm Beach,
FL 33406
(Address of Principal Executive Offices) (Zip
Code)
+1 (561) 562-4111
(Registrant’s telephone number,
including area code)
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 (see General
Instruction A.2. below):
| ☐ |
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 |
| Ordinary Shares, nominal value €0.01 per share |
|
QUCY |
|
Nasdaq Capital Market |
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 June 22, 2026, the Audit Committee of the Board
of Directors (the “Committee”) of Quantum Cyber N.V. (the “Company”) approved the dismissal of Reliant CPA PC
(“Reliant”) as the Company’s independent registered public accounting firm, effective as of the same date.
The reports of Reliant on the Company’s
consolidated financial statements for the fiscal years ended December 31, 2025 and December 31, 2024, 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, except as follows:
Reliant’s report on the consolidated financial statements of the Company as of December 31, 2025 and 2024 and for each of the years
then ended, contained a separate paragraph stating, “The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company’s
significant operating losses raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard
to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result
from the outcome of this uncertainty.”
From January 17, 2023, the date of
Reliant’s appointment, through June 22, 2026, the date of Reliant’s dismissal, 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 Reliant 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 Reliant, would have caused Reliant to make reference to such disagreement in its reports, if such
reports had been issued, and (b) no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K and the
related instructions).
The Company provided Reliant with a copy of this
Current Report on Form 8-K prior to its filing with the U.S. Securities and Exchange Commission (the “SEC”) and requested
that Reliant furnish the Company with a letter addressed to the SEC, pursuant to Item 304(a)(3) of Regulation S-K, stating whether it
agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter, dated June
26, 2026, is filed as Exhibit 16.1 (which is incorporated by reference herein) to this Current Report on Form 8-K.
(b) Appointment of New Independent Registered
Public Accounting Firm
On June 22, 2026, the Committee engaged
Haskell & White LLP (“Haskell & White”) as the Company’s independent registered public accounting firm for
the fiscal year ending December 31, 2026, effective immediately. During the fiscal years ended December 31, 2025, and December 31,
2024, and the subsequent interim period through June 22, 2026, neither the Company nor anyone on its behalf has consulted with
Haskell & White regarding (i) the application of accounting principles to any specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written
report nor oral advice was provided to the Company that Haskell & White concluded 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,” as defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as
defined in Item 304(a)(1)(v) of Regulation S-K.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 16.1 |
|
Letter from Reliant CPA PC to the Securities and Exchange Commission dated June 26, 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.
| |
Quantum Cyber N.V. |
| |
|
|
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By: |
/s/ William Caragol |
| |
Name: |
William Caragol |
| |
Title: |
Chief Financial Officer |
| |
|
|
| Dated: June 26, 2026 |
|
|
