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) April 22, 2025

Toppoint Holdings Inc.

(Exact name of registrant as specified in its charter)

Nevada		001-42471		92-2375560
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1250 Kenas Road, North Wales, PA		19454
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 551-866-1320

(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:

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		TOPP		NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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) Dismissal of Former Independent Registered Public Accounting Firm

On April 22, 2025, the Audit Committee of the Board of Directors of Toppoint Holdings Inc. (the “Company”) approved the dismissal of TAAD, LLP (“TAAD”) as independent registered public accounting firm of the Company, effective immediately.

TAAD’s reports on the consolidated financial statements of the Company as of and for the years ended December 31, 2023 and 2024 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle.

For the years ended December 31, 2023 and 2024, and in the subsequent interim period through April 22, 2025, (i) there were no disagreements with TAAD (within the meaning of Item 304(a)(1)(iv) of Regulation S-K (“Regulation S-K”) of the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”)) on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure that if not resolved to TAAD’s satisfaction, would have caused TAAD to make reference to the subject matter of the disagreements in connection with its reports; and (ii) there were no reportable events (as defined by Item 304(a)(1)(v) of Regulation S-K), except for the significant deficiencies in the Company’s internal control over financial reporting previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. As previously disclosed, the following control deficiencies were identified as of December 31, 2024: our lack of robust and formal financial reporting policies and procedures in place to address SEC disclosure requirements.

In accordance with Item 304(a)(3) of Regulation S-K, on April 22, 2025, the Company provided TAAD with a copy of the foregoing disclosures and requested that TAAD provide a letter addressed to the SEC stating whether it agrees with such disclosures. A copy of TAAD’s letter as of April 23, 2025 is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(b) Appointment of New Independent Registered Public Accounting Firm

On April 22, 2025, the Audit Committee of the Board of Directors of the Company approved the appointment of Golden Eagle CPAs LLC (“Golden Eagle”) as its independent registered public accounting firm for the fiscal year ending December 31, 2025, subject to Golden Eagle’s completion of their client acceptance procedures. During the Company’s fiscal years ended December 31, 2023 and 2024, and the subsequent interim period through April 22, 2025, neither the Company nor anyone on its behalf has consulted with Golden Eagle on either (a) 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 on the consolidated financial statements of the Company and its subsidiary, and no written report or oral advice was provided by Golden Eagle to the Company that Golden Eagle concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue, or (b) any matter that was the subject of either 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 from TAAD, LLP
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

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.

Date: April 23, 2025	Toppoint Holdings Inc.

	/s/ Hok C Chan
	Name:	Hok C Chan
	Title:	Chief Executive Officer and President

Toppoint Holdings Inc. 8-K