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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): January 5, 2026
SENTIENT
BRANDS HOLDINGS INC.
(Exact
name of registrant as specified in its charter)
(Former
Name of Registrant)
| Nevada |
|
001-34861 |
|
86-3765910 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification Number) |
110
East 59th Str. 22nd Floor
New
York, New York 10022
(Address
of principal executive offices) (zip code)
646-202-2897
(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 |
| None |
|
N/A |
|
N/A |
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. ☐
Explanatory
Note
This
Form 8-K reports the letter received from the auditor VICTOR MOKUOLU, CPA PLLC.
Item
4.01 Changes in Registrant’s Certifying Accountant
Effective
December 24, 2025, Victor Mokuolu, CPA PLLC (the “Firm”), was notified by Sentient Brands Holdings Inc. (the “Company”)
of dismissal as the Company’s accountants and ceased their services as accountants. The Firm issued its last and final Report of
Independent Registered Public Accounting Firm on the Company’s financial statements for the year ended December 31, 2024.
The
letter addressed to the Securities and Exchange Commission, stating Victor Mokuolu, CPA PLLC, agrees with the statements made by the
Company in its Item 4.01(a) of Form 8K filed by the Company, filed on January 12, 2026.
Forward-Looking
Statements
This
Form 8-K/A includes forward-looking statements that involve risks and uncertainties. Forward-looking Statements are statements that are
not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ
from the forward-looking statements. These forward-looking statements and factors that may cause such differences include, without limitation,
the risks and uncertainties indicated from time to time in the Company’s filings with the SEC. Readers are cautioned not to place
undue reliance upon any forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligations
or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in
the Company’s expectations with respect thereto or any change in events, conditions, or circumstances on which any statement is
based.
Item
9.01 Financial Statements and Exhibits
| Exhibit
Number |
|
Description |
| |
|
|
| 16.1 |
|
Letter received from the auditor VICTOR MOKUOLU, CPA PLLC. |
| |
|
|
| 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.
| |
SENTIENT
BRANDS HOLDINGS INC. |
| |
|
|
| Date:
January 22, 2026 |
By: |
/s/
George Furlan |
| |
|
George
Furlan |
| |
|
Chief
Executive Officer |
