true
0002033264
0002033264
2026-06-23
2026-06-23
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
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 23, 2026
Vertical
Data Inc.
(Exact
name of Registrant as specified in its charter)
| Nevada |
|
000-56812 |
|
99-2841705 |
(State
or other jurisdiction
of
Incorporation or organization) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
1980
Festival Plaza Drive, Suite 300
Las
Vegas, Nevada 89135
(Address
of Principal Executive Offices)
(888)
462-3453
(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: None
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| — |
|
— |
|
— |
Securities
registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.0001 par value
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
On
June 26, 2026, Vertical Data Inc. (the “Registrant”) filed with the U.S. Securities and Exchange Commission a Current Report
on Form 8-K, dated June 23, 2026 (the “Original Form 8-K”), to report a change in the Registrant’s certifying accountant.
This Current Report on Form 8-K/A is being filed by the Registrant to amend the Original Form 8-K solely for the purpose of correcting
a scrivener’s error regarding the name of the Registrant included on the signature page of the Original Form 8-K. Except as described
above, all other information in, and the exhibits to, the Original Form 8-K, remain unchanged.
*****
Item
4.01. Changes in Registrant’s Certifying Accountant.
Vertical
Data, Inc. (the “Company”), was notified that Simon & Edward LLP (“S&E”) acquired, effective as of June
15, 2026, the attest business of BCRG Group (“BCRG”). As a result, on June 24, 2026, the Audit Committee of the Company’s
Board of Directors simultaneously dismissed BCRG as the Company’s independent registered public accounting firm and approved the
appointment of S&E as the Company’s new independent registered public accounting firm. The services previously provided by
BCRG will now be provided by S&E.
BCRG’s
audit report on the Company’s consolidated financial statements for the fiscal years ended September 30, 2025 and 2024 contained
no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles.
During
the Company’s two most recent years ended September 30, 2025 and 2024 and the subsequent interim period through the date of this
Current Report on Form 8-K, 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 BCRG 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 BCRG, would have caused BCRG to make reference to the subject
matter of the disagreements in connection with BCRG’s reports on the Company’s financial statements, and (b) no “reportable
events” (as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions).
Prior
to engaging S&E, neither the Company nor anyone acting on its behalf consulted S&E regarding (i) 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
financial statements, and no written report was provided to the Company or oral advice was provided that S&E 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 described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or
a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K and the related instructions).
The
Company has requested that BCRG furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements.
A copy of such letter, dated June 24, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Exhibit
Description |
| 16.1 |
|
Letter from BCRG dated June 24, 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.
| Date:
July 30, 2026 |
|
| |
|
| |
VERTICAL
DATA INC. |
| |
|
| |
By: |
/s/
Deven Soni |
| |
Name: |
Deven
Soni |
| |
Title: |
Chairman
and Chief Executive Officer |