Item 4.01 Changes in Registrant’s Certifying Accountant. On October 6, 2026, the board of directors of Verde Resources, Inc. (the “ Company ”) approved the dismissal of J&S Associate PLT (the “J&S”) as the Company’s independent registered public accounting firm, effective immediately, and concurrently approved the appointment of MBP Global LLP (“MBP Global”) as the Company’s independent registered…
Filed Oct 9, 2026Accepted Oct 9, 2026, 4:05 PM EDTCIK 1506929Accession 0001493152-26-046517
We are a road construction and building materials company offering proprietary, environmentally sustainable materials and seeking to redefine our industry with a clear mission: enabling the #TransitiontoZero™. Our proprietary product BioAsphalt™ incorporates a highly engineered blend of biochar, a powerful carbon sequestering material, into asphalt infrastructure with the goal of reducing emissions, improving performance, and lowering overall costs. We also offer a licensed proprietary cold mix biochar asphalt emulsifying agent, which we call “Verde V24”. Further, we expect to generate revenues from the generation by our products, and our subsequent sale, of carbon removal credits. We believe our proprietary products, know-how and business plan place us potentially at the forefront of sustainable innovation in the construction and building materials sector, an industry we believe is long overdue for transformation. We primarily operate through our wholly-owned U.S. subsidiary Verde Renewables Inc. (“Verde Renewables”), headquartered in St. Louis, Missouri.
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Item 4.01Item 4.01 - Changes in Certifying Accountant
Item
4.01 Changes in Registrant’s Certifying Accountant.
On
October 6, 2026, the board of directors of Verde Resources, Inc. (the “ Company ”) approved the dismissal of J&S
Associate PLT (the “J&S”) as the Company’s independent registered public accounting firm, effective immediately,
and concurrently approved the appointment of MBP Global LLP (“MBP Global”) as the Company’s independent registered
public accounting firm for the fiscal year ending June 30, 2027, effective immediately.
The
audit report of J&S on the Company’s consolidated financial statements as of and for the fiscal years ended June 30, 2026 and
2025 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope,
or accounting principles, except as follows:
J&S’
report on the consolidated financial statements of the Company as of and for the fiscal years ended June 30, 2026 and 2025, contained
a separate section relating to Critical Audit Matters regarding the Impairment Assessment of Intellectual Properties.
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During
the Company’s fiscal years ended June 30, 2026 and 2025, and the subsequent period through October 6, 2026, there were
no (i) “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company
and J&S on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of J&S, would have caused J&S to make reference to the subject matter of the
disagreement in their reports on the financial statements for such years, or (ii) “reportable events” (as defined in Item
304(a)(1)(v) of Regulation S-K and the related instructions), except that there were material weaknesses in the Company’s internal
control over financial reporting reported by the Company in its Annual Reports on Form 10-K for the periods ended June 30, 2026 and 2025
related to (i) insufficient segregation of duties, (ii) insufficiently formalized policies, procedures and documentation, (iii) lack
of formalized regulatory reporting process and oversight, (iv) lack of an internal audit function, and (v) lack of an audit committee
of the board of directors.
Prior
to engaging MBP Global, the Company did not consult with MBP Global regarding the application of accounting principles to a specific
completed or contemplated transaction or regarding the type of audit opinions that might be rendered by MBP Global on the Company’s
financial statements, and MBP Global did not provide any written or oral advice that was an important factor considered by the Company
in reaching a decision as to any such accounting, auditing or financial reporting issue.
In
accordance with Item 304(a)(3) of Regulation S-K, the Company has provided J&S with a copy of the foregoing disclosures and has requested
that J&S furnish the Company with a letter addressed to the Securities and Exchange Committee stating whether J&S agrees with
the statements made by the Company set forth above, and if it does not agree, the respects in which it does not agree. A copy of the
letter, dated October 9, 2026, is filed as Exhibit 16.1 (which is incorporated by reference herein) to this Current Report on
Form 8-K.