Non-Reliance on Previously Issued Financial Statements or a Related Audit Report · Regulation FD Disclosure · Other Events
Item 4.02 – Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review On May 25, 2026, following discussions with the Staff of the Securities and Exchange Commission and further evaluation of the applicable accounting guidance relating to the Company’s acquisition of Peeples Inc.…
Filed May 27, 2026Accepted May 27, 2026, 4:02 PM EDTCIK 1096296Accession 0001539497-26-001594
MineralRite Corporation is focused on the evaluation, remediation, recycling, and potential recovery of mineral values from existing materials, including previously processed mine tailings and other resource-bearing substrates. The Company’s strategy is centered on resource recovery and monetization from existing materials, rather than greenfield mining exploration or development activities. The Company believes this approach may represent a more efficient path toward potential operations and may allow for reduced upfront capital commitments through a more staged investment profile. Traditional greenfield exploration and development projects can require significant capital expenditures prior to the confirmation of any recoverable resources. Even with this approach, outcomes will depend on technical, economic, and regulatory factors.
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Item 4.02Item 4.02 - Non-Reliance on Financial Statements
Item 4.02 – Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
On May 25, 2026, following discussions with the Staff of the Securities and Exchange Commission and further evaluation of the applicable accounting guidance relating to the Company’s acquisition of Peeples Inc. and related assets, management of the Company concluded that the accounting treatment previously applied should be revised from a business combination framework to an asset acquisition framework under
ASC 805-50.
As a result of the revised accounting framework, related valuation methodology, allocation procedures, and associated presentation changes, which resulted in materially different accounting and valuation conclusions, management determined that certain previously issued financial statements contained in the Company’s previously filed Annual Report on Form 10 for the fiscal year ended December 31, 2025,
and Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, should no longer be relied upon.
The revisions primarily relate to non-cash accounting matters associated with acquisition accounting, valuation methodology, allocation, and financial statement presentation relating to the same underlying transactions and assets previously disclosed by the Company. The matters described herein do not involve allegations of fraud, cash irregularities, revenue recognition issues, customer-related matters, or operational
misconduct.
The Company has filed, or intends to file, amended reports for the period ended December 31, 2025, and March 31, 2026, containing restated financial statements and expanded disclosures reflecting the revised accounting treatment and related adjustments.
Management discussed the matters disclosed in this Item 4.02 with the Company’s independent registered public accounting firm.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 – Regulation FD Disclosure
On May 27, 2026, MineralRite Corporation (the “Company”) issued a press release regarding the filing of amendments to certain previously filed periodic reports in connection with the ongoing SEC review process relating to the Company’s previously filed Form 10, as amended, subsequent periodic reports, and related accounting and disclosure matters. A copy of the press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.
Item 8.01Item 8.01 - Other Events
Item 8.01 – Other Events
The Company is reporting under Item 8.01 the filing of amendments to certain previously filed periodic reports relating to the accounting treatment, valuation methodology, allocation methodologies, and financial statement presentation associated with the Company’s previously disclosed acquisition of Peeples, Inc. and California Precious Metals LLC, together with related disclosures regarding the ongoing SEC review
process.
The information set forth under this Item 8.01, together with the amended reports referenced herein, is filed for purposes of the Securities Exchange Act of 1934, as amended. Only the information furnished under Item 7.01 above, including Exhibit 99.1, is furnished and not filed.
Filed exhibits (1)
EX-99.1 (by filename) n4863x26_ex99-1.htm
EX-99.1
2
n4863x26_ex99-1.htm
PRESS RELEASE DATED MAY 27, 2026
Exhibit 99.1
FOR IMMEDIATE RELEASE
MineralRite Corporation Announces Filing of Amended
Periodic Reports with the SEC
Dallas, Texas - May 27, 2026 -
MineralRite Corporation (“MineralRite” or the “Company”) today announced that it has filed amendments to certain
previously filed periodic reports with the U.S. Securities and Exchange Commission (“SEC”). The amendments relate primarily
to revisions in the accounting treatment, valuation methodology, allocation, and financial statement presentation associated with the
Company’s previously disclosed acquisition of Peeples, Inc. and California Precious Metals LLC completed on December 31, 2024.
Following further evaluation of the applicable accounting
guidance, including ASC 805-50, Asset Acquisitions, ASC 820, Fair Value Measurement, and discussions with the Staff of the
SEC, the Company revised its accounting treatment of the Peeples transaction from a business combination under ASC 805 to an asset acquisition
under ASC 805-50 and revised the methodology used to measure the consideration transferred associated with the transaction.
As a result of these accounting r…