CYRB Cyber App Solutions Corporation (PK)

 

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

Date of Report (Date of earliest event reported): October 02, 2023

 

 

CYBER APP SOLUTIONS CORP.

(Exact name of Registrant as Specified in Its Charter)

 

 

Nevada			333-254676	98-1585090
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
2000 Bering Drive Suite 875
Houston, Texas				77057
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 713 400-2987

 

(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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		CYRB		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. ☐

 

 

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Item 4.01 Changes in Registrant’s Certifying Accountant.

(a) Dismissal of Independent Registered Public Accounting Firm.

On October 2, 2023, the Board of Directors (the “Board”) of Cyber App Solutions Corp. (the “Company”) dismissed Accell Audit & Compliance, PA (“Accell”) as the Company’s independent registered public accounting firm.

During the Company’s two most recent fiscal years ended February 28, 2023 and February 28, 2022 and during the subsequent interim period from March 1, 2023 through May 31, 2023, (i) there were no disagreements with Accell on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to Accell ’s satisfaction, would have caused Accell to make reference to the subject matter of the disagreement in connection with its reports and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.

The audit reports of Accell on the consolidated financial statements of the Company for each of the two most recent fiscal years ended February 28, 2023 and February 28, 2022 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

In accordance with Item 304(a)(3) of Regulation S-K, the Company provided Accell with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (“SEC”) and requested that Accell furnish it with a letter addressed to the SEC stating whether it agrees with the above statements in this Item 4.01(a). A copy of Accell ’s letter, dated October 3, 2023, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(b) Appointment of New Independent Registered Public Accounting Firm.

On October 2, 2023, the Audit Committee approved the engagement of Whitley Penn (“WP”) as its new independent registered public accounting firm. WP’s appointment will be for the Company’s fiscal year ending December 31, 2023, and related interim periods.

During the Company’s two most recent fiscal years ended February 28, 2023 and February 28, 2022, and for the subsequent interim period through May 31, 2023, neither the Company nor anyone on its behalf consulted WP 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 consolidated financial statements of the Company, in connection with which neither a written report nor oral advice was provided to the Company that WP 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 defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
16.1		Letter of Accell Audit & Compliance, PA dated October 3, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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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.

			CYBER APP SOLUTIONS CORP.
Date:	October 6, 2023	By:	/s/ Steven Looper
			Steven Looper, Chief Executive Officer and President

 

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Exhibit 16.1

 

October 3, 2023

 

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 

 

Dear Sirs/Madams:

 

We have read Item 4.01 Cyber App Solutions Corp. (the “Company”) Form 8-K dated October 2, 2023, and have the following comments:

1.We agree with the statements made in paragraphs 2 and 3 of Item 4.01(a).

2.We have no basis on which to agree or disagree with the statements made in the first paragraph of Item 4.01(a) and the statements made in Item 4.01(b).

 

Very truly yours,

 

 

/s/ Accell Audit & Compliance, PA

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v3.23.3

Document And Entity Information	Oct. 02, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 02, 2023
Entity Registrant Name	CYBER APP SOLUTIONS CORP.
Entity Central Index Key	0001851048
Entity Emerging Growth Company	true
Securities Act File Number	333-254676
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	98-1585090
Entity Address, Address Line One	2000 Bering Drive
Entity Address, Address Line Two	Suite 875
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77057
City Area Code	713
Local Phone Number	400-2987
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Ex Transition Period	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	CYRB
Security Exchange Name	NONE

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