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): ~~February~~May 196, ~~2022~~2024

First Capital International, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-26271	76-0582435
(State Or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5829 W Sam Houston Pkwy N, Suite 405

Houston, Texas 77041

(Address of principal executive office) (Postal Code)

(713) 629-4866

(Registrant's telephone number)

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:

☐ 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

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.

(a) On ~~February~~May 196, ~~2022~~2024, First Capital International, Inc. (“First Capital,” “we” or “our”) ~~accepted~~dismissed ~~the~~BF ~~resignation~~Borgers ofCPA ~~MaloneBailey,~~PC ~~LLP~~(“Borgers”) as ~~First~~our ~~Capital’s~~ independent registered public accounting firm,. ~~effective~~The asdecision ofto ~~February~~dismiss ~~19,~~Borgers ~~2022~~was approved by our board of directors.

~~The~~On ~~report~~May of3, ~~MaloneBailey~~2024, ~~LLP on First Capital’s financial statements for~~ the ~~years~~Securities ~~ended December 31, 2020~~ and ~~2019~~Exchange ~~did~~Commission ~~not~~(the ~~contain~~“Commission”) entered an ~~adverse~~order ~~opinion~~instituting orsettled ~~disclaimer~~administrative ofand ~~opinion,~~cease-and-desist ~~nor~~proceedings ~~were~~against ~~they~~BF ~~qualified~~Borgers orand ~~modified~~its assole ~~to uncertainty,~~ audit ~~scope~~partner, orBenjamin ~~accounting~~F. ~~principles~~Borgers CPA, ~~except~~permanently ~~with~~barring ~~respect~~Mr. toBorgers anand ~~explanatory~~BF ~~paragraph~~Borgers ~~which~~from ~~indicated~~appearing ~~that~~or ~~there~~practicing ~~was~~before ~~substantial~~the ~~doubt~~Commission ~~about~~as ~~our~~an ~~ability~~accountant to(the ~~continue~~“Order”). asAs a ~~going~~result ~~concern.~~of ~~During~~ the ~~years ended December 31~~Order, ~~2020~~BF ~~and~~Borgers ~~2019,~~may ~~there were~~ no: ~~(1)~~longer ~~disagreements~~serve (as ~~defined~~our inindependent ~~Item~~registered ~~304(a)(1)(iv)~~public ofaccounting ~~Regulation~~firm, ~~S-K~~nor ~~and~~can ~~the~~BF ~~related~~Borgers ~~instructions)~~issue ~~between First Capital and MaloneBailey, LLP on~~ any ~~matter~~audit ofreports ~~accounting~~included ~~principles~~in orCommission ~~practices,~~filings ~~financial statement disclosure,~~ or ~~auditing~~provide ~~scope~~consents orwith ~~procedures,~~respect ~~which~~to ~~disagreement~~audit ifreports. ~~not~~In ~~resolved~~light toof the ~~satisfaction of MaloneBailey~~Order, ~~LLP would have caused MaloneBailey, LLP to make reference thereto in its reports~~ on ~~the~~May ~~financial statements for such years~~6, ~~or (2) reportable events (as described in Item 304(a)(1)(v) of Regulation S-K)~~2024, ~~except~~we ~~for~~terminated the ~~material~~engagement ~~weaknesses~~of inBF ~~internal~~Borgers ~~controls~~as ~~over~~our ~~financial~~independent ~~reporting~~registered ~~communicated~~accounting ~~to First Capital~~firm.

WeThe ~~delivered~~report aof ~~copy~~BF ofBorgers ~~this~~on ~~current~~First ~~report~~Capital’s onfinancial ~~Form~~statements ~~8-K~~for tothe ~~MaloneBailey~~years ended December 31, ~~LLP~~2023 and ~~requested~~2022 ~~that~~did anot ~~letter~~contain ~~addressed~~an toadverse ~~the~~opinion ~~Securities~~or ~~and~~disclaimer ~~Exchange~~of ~~Commission~~opinion, ~~stating~~nor ~~whether~~were they qualified or ~~not~~modified itas ~~agrees~~to uncertainty, audit scope, or accounting principles, except with ~~the~~respect ~~statements~~to ~~made~~an inexplanatory ~~response~~paragraph which indicated that there was substantial doubt about our ability to ~~this~~continue ~~Item~~as 4a going concern.01 ~~and~~During the years ended December 31, if2023 ~~not~~and 2022, ~~stating~~there ~~the~~were ~~respects~~no: (1) disagreements (as defined in ~~which~~Item it304(a)(1)(iv) ~~does~~of ~~not~~Regulation ~~agree.~~S-K ~~MaloneBailey,~~and ~~LLP~~the ~~responded~~related ~~with~~instructions) abetween ~~letter~~First ~~dated~~Capital ~~February~~and 23BF Borgers on any matter of accounting principles or practices, ~~2022~~financial statement disclosure, aor ~~copy~~auditing ofscope or procedures, which isdisagreement ~~annexed~~if ~~hereto~~not resolved to the satisfaction of BF Borgers would have caused BF Borgers to make reference thereto in its reports on the financial statements for such years, or (2) reportable events (as ~~Exhibit~~described ~~16.~~in Item 304(a)(1,)(v) ~~stating~~of ~~that~~Regulation ~~MaloneBailey~~S-K), ~~LLP~~except ~~agrees~~for ~~with~~ the ~~statements~~material ~~set~~weaknesses ~~forth~~in ~~above~~internal controls over financial reporting communicated to First Capital.

~~(b)~~In ~~Also~~the May 3, 2024 “Staff Statement on ~~February~~the ~~19,~~Issuer ~~2022,~~Disclosure ~~First~~and ~~Capital~~Reporting ~~engaged~~Obligations in Light of Rule 102(e) Order Against BF Borgers CPA PC” as(the ~~First~~“Staff ~~Capital’s~~Statement”), ~~independent~~the ~~registered~~Commission ~~public~~advised ~~accounting~~registrants ~~firm~~that they may indicate in their Commission filing that BF Borgers is not currently permitted to appear or practice before the Commission for reasons described in the ~~year~~Order, ~~ending~~in ~~December~~lieu 31of including a letter from BF Borgers stating whether it agrees with our disclosures under Item 304 of Regulation S-K. In light of the Order and the Staff Statement, ~~2021~~we have not sought and are not including a letter from BF Borgers addressed to the Commission stating whether it agrees with the statements made above.

~~During~~We ~~the~~are ~~years~~in ~~ended~~conversation ~~December 31, 2020 and 2019, neither First Capital, nor anyone on First Capital’s behalf, consulted~~ with BFseveral ~~Borgers~~accounting ~~CPA~~firms PCas ~~regarding~~part ~~either (i) the application~~ of ~~accounting principles to a specific transaction, completed or proposed, or~~ the ~~type~~process of ~~audit~~engaging ~~opinion that might be rendered on First Capital’s financial statements, and neither~~ a ~~written~~new ~~report~~independent ~~nor~~registered ~~oral~~public ~~advice~~accounting ~~was~~firm. ~~provided~~When towe ~~First~~engage ~~Capital that BF Borgers CPA PC concluded was an important factor considered by First Capital in reaching~~ a ~~decision~~new asindependent toregistered ~~any~~public accounting firm, ~~auditing~~we orwill ~~financial~~file ~~reporting issue or (ii) any matter that was either the subject of~~ a ~~disagreement~~current ~~(as~~report ~~defined~~on inForm ~~Item 304(a)(1)(iv) of Regulation S~~8-K ~~and~~disclosing ~~the~~such ~~related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K)~~appointment.

~~Item~~For ~~9.01~~the ~~Financial~~lack ~~Statements~~of a review in accordance with PCAOB standards, we will not be able to timely file our Form 10-Q for the period ended March 31, 2024, and ~~Exhibits~~are uncertain when we will be able to retain a new independent registered public accounting firm that can complete the review so that we can file such report.

~~(d) Exhibits.~~SIGNATURES

No.		Exhibit
16.1		Letter dated February 23, 2022 from MaloneBailey, LLP to the Securities and Exchange Commission.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURES

	FIRST CAPITAL INTERNATIONAL, INC.


	/s/ Alex Genin
	By: Alex Genin
Date: May 14, 2024	Chief Executive Officer

	FIRST CAPITAL INTERNATIONAL, INC.
	/s/ Alex Genin
	By: Alex Genin
Date: March 2, 2022	Chief Executive Officer

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