Lite Strategy Inc. filed SEC Form 8-K: Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

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

Lite Strategy, Inc.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

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:

Securities registered pursuant to Section 12(b) of the Act:

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.

The Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Lite Strategy, Inc. (the “Company”) undertook a selection process to determine the Company’s independent registered public accounting firm for the current fiscal year ending June 30, 2026. On December 2, 2025, the Committee approved the engagement of CBIZ CPAs P.C. (“CBIZ CPAs”) as its independent registered public accounting firm for the fiscal year ending June 30, 2026. At the same time, the Committee dismissed Deloitte & Touche LLP (“Deloitte”) as independent registered public accounting firm of the Company effective December 2, 2025. This change was not a result of any disagreement between the Company and Deloitte.

The audit reports of Deloitte on the Company’s financial statements for the years ended June 30, 2025 and 2024 did not contain an adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle.

During the fiscal years ended June 30, 2025 and 2024, and the subsequent interim period through September 30, 2025, there were: (i) no “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Deloitte’s satisfaction, would have caused Deloitte to make reference to them in its reports; and (ii) no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

The Company provided Deloitte with a copy of the disclosures the Company is making in this Current Report on Form 8-K and requested that Deloitte furnish a letter to the Company addressed to the U.S. Securities and Exchange Commission ("SEC") stating whether it agrees with the statements made herein. A copy of Deloitte’s letter, stating its agreement with such statements, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

During the fiscal years ended June 30, 2025 and 2024, and the interim period through September 30, 2025, the Company did not consult with CBIZ CPAs regarding: (i) the application of accounting principles to a specified transaction, either proposed or completed, 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 CBIZ CPAs 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 that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01 Financial Statements and Exhibits.

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.