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:
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 |
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 |