MDJM LTD switches auditors to Tang Qian & Associates

MDJM LTD reports a change in its independent auditor.

Rhea-AI Filing Summary

MDJM LTD reports a change in its independent auditor. RBSM LLP resigned as the company’s independent registered public accounting firm effective May 21, 2026, and the audit committee approved the appointment of Tang Qian & Associates, PLLC effective May 22, 2026 to audit the fiscal year ending December 31, 2026. RBSM’s audit reports for the years ended December 31, 2025 and 2024 contained no adverse opinions, disclaimers, or qualifications, and the company states there were no disagreements or reportable events with RBSM over the past two fiscal years through May 21, 2026. The company is incorporating this report by reference into its existing Form F-3 and Form S-8 registration statements.

Insights

Accounting & Governance Analyst

MDJM switches auditors with no stated disputes or reportable events.

MDJM LTD discloses that RBSM LLP resigned as its independent registered public accounting firm on May 21, 2026, and that Tang Qian & Associates, PLLC will audit the year ending December 31, 2026. The filing states RBSM’s prior opinions for 2024 and 2025 were clean.

The company reports no disagreements with RBSM on accounting principles, disclosure, or audit scope during the past two fiscal years, and no reportable events as defined in Item 16F of Form 20-F. It also notes that it had not previously consulted TQ&A on accounting or auditing issues.

The report is incorporated by reference into MDJM’s Form F-3 and Form S-8 registration statements, linking this governance change to its existing securities offerings. Actual impact for investors depends on future financial reporting and any changes in audit approach reflected in upcoming filings.

Key Figures

RBSM resignation date: May 21, 2026 New auditor effective date: May 22, 2026 Audit year: Fiscal year ending December 31, 2026 +3 more

6 metrics

RBSM resignation date May 21, 2026 Effective date RBSM resigned as independent auditor

New auditor effective date May 22, 2026 Date Tang Qian & Associates engagement became effective

Audit year Fiscal year ending December 31, 2026 Period to be audited by Tang Qian & Associates

Prior audited years Fiscal years 2025 and 2024 Years for which RBSM issued unqualified reports

Form F-3 file number 333-294010 Registration statement incorporated by reference

Form S-8 file number 333-278269 Registration statement incorporated by reference

Key Terms

independent registered public accounting firm, reportable events, Form 6-K, Form 20-F, +2 more

6 terms

independent registered public accounting firm financial

"RBSM LLP notified the Audit Committee of its resignation as the Company’s independent registered public accounting firm"

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.

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.

Form 6-K regulatory

"REPORT OF FOREIGN PRIVATE ISSUER ON FORM 6-K"

A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.

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.

Form F-3 regulatory

"the registration statement on Form F-3 of the Company (File No. 333-294010)"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

Form S-8 regulatory

"the registration statement on Form S-8 of the Company (File No. 333-278269)"

A Form S-8 is a U.S. Securities and Exchange Commission registration that lets a public company set aside shares for employee benefit plans and stock-based compensation. Think of it as opening a dedicated account that authorizes the company to issue or reserve stock for workers and directors; it matters to investors because it enables share dilution when those awards are granted or exercised and signals how management is compensated and incentivized.

FAQ

What change in auditor did MDJM LTD (UOKA) disclose in this 6-K?

MDJM LTD disclosed that RBSM LLP resigned as its independent registered public accounting firm on May 21, 2026, and Tang Qian & Associates, PLLC was appointed effective May 22, 2026 to audit the consolidated financial statements for the fiscal year ending December 31, 2026.

Did RBSM issue qualified opinions on MDJM LTD (UOKA) financial statements?

RBSM’s audit reports on MDJM LTD’s consolidated financial statements for the fiscal years ended December 31, 2025 and 2024 did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

Were there disagreements between MDJM LTD (UOKA) and RBSM before the resignation?

The company states that during its two most recent fiscal years and through May 21, 2026, there were no disagreements with RBSM on accounting principles, financial statement disclosure, or auditing scope or procedure that would have required reference in RBSM’s audit reports on those financial statements.

Were any reportable events disclosed relating to MDJM LTD (UOKA) and RBSM?

MDJM LTD reports that during its two most recent fiscal years and through May 21, 2026, there were no “reportable events” as described in Item 16F(a)(1)(v) of Form 20-F in connection with RBSM’s engagement as the company’s independent registered public accounting firm.

Did MDJM LTD (UOKA) consult Tang Qian & Associates before its engagement?

The filing states that during the two most recent fiscal years and any subsequent interim period before hiring Tang Qian & Associates, neither MDJM LTD nor anyone on its behalf consulted TQ&A on accounting principle applications, audit opinions, disagreements, or reportable events regarding its consolidated financial statements.

How is this MDJM LTD (UOKA) 6-K used in existing registration statements?

The report on Form 6-K is incorporated by reference into MDJM LTD’s registration statements on Form F-3 (File No. 333-294010) and Form S-8 (File No. 333-278269), and their related prospectuses, to the extent not later superseded by subsequent filings with the U.S. Securities and Exchange Commission.

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

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Accepted by SEC EDGAR 05/27/2026 - 05:00 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 May 2026

Commission File Number: 001-38768

MDJM LTD

Fernie Castle, Letham 

Cupar, Fife, KY15 7RU 

United Kingdom 

(Address of principal executive office)

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

Form 20-F x Form 40-F ¨

Changes in Registrant’s Certifying Accountant

On May 21, 2026, RBSM LLP (“RBSM”) notified the Audit Committee of the board of directors (the “Audit Committee”) of MDJM LTD (the “Company”) of its resignation as the Company’s independent registered public accounting firm, effective as of May 21, 2026.

On May 22, 2026, the Audit Committee approved the engagement of Tang Qian & Associates, PLLC (“TQ&A”) as the Company’s independent registered public accounting firm, and the engagement of TQ&A became effective as of May 22, 2026. TQ&A has been engaged to audit the consolidated financial statements of the Company and its subsidiaries for the fiscal year ending December 31, 2026.

RBSM’s audit reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2025 and 2024 did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During the Company’s two most recent fiscal years and through May 21, 2026, there were no disagreements with RBSM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to RBSM’s satisfaction, would have caused RBSM to make reference to the subject matter of the disagreements in connection with its audit reports on the Company’s consolidated financial statements for such periods. During the Company’s two most recent fiscal years and through May 21, 2026, there were no “reportable events” as described in Item 16F(a)(1)(v) of Form 20-F.

The Company provided RBSM with a copy of the foregoing disclosure and requested that RBSM furnish a letter addressed to the U.S. Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of RBSM’s letter is filed hereto as Exhibit 16.1.

During the Company’s two most recent fiscal years and any subsequent interim period prior to the engagement of TQ&A, neither the Company nor anyone on its behalf consulted TQ&A regarding either: (i) the application of accounting principles to a specified transaction, whether completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and no written report or oral advice was provided to the Company that TQ&A 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 the subject of a “disagreement,” as defined in Item 16F(a)(1)(iv) of Form 20-F and the related instructions thereto, or a “reportable event,” as described in Item 16F(a)(1)(v) of Form 20-F.

Incorporation by Reference

This report of foreign private issuer on Form 6-K is hereby incorporated by reference into (i) the registration statement on Form F-3 of the Company (File No. 333-294010), as amended, and (ii) the registration statement on Form S-8 of the Company (File No. 333-278269), as amended, and into the prospectuses forming a part of the foregoing registration statements, to the extent not superseded by documents or reports subsequently filed with or furnished to the U.S. Securities and Exchange Commission by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

EXHIBIT INDEX

Exhibit No.		Description
16.1		Letter, dated May 21, 2026, from RBSM LLP addressed to the U.S. Securities and Exchange Commission

1

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.

	MDJM LTD
Date: May 27, 2026	By:	/s/ Siping Xu
	Name:	Siping Xu
	Title:	Chief Executive Officer and Chairman of the Board of Directors

Filing Exhibits & Attachments

1 document

Other Documents

• EX-16.1 EXHIBIT 16.1 2.2 KB