AG Acquisition Group III, Inc. 8-K

What Happened

• AG Acquisition Group III, Inc. filed an 8‑K disclosing that on January 23, 2026 it dismissed Hudgens CPA, PLLC as its independent registered public accounting firm, and on February 18, 2026 it engaged Marcum Asia CPAs LLP as its new independent registered public accounting firm.
• Hudgens’ audit reports for the fiscal years ended June 30, 2025 and 2024 did not contain adverse opinions or disclaimers and were not otherwise modified, except they expressed substantial doubt about the Company’s ability to continue as a going concern.

Key Details

• Dismissal date: January 23, 2026 (Hudgens CPA, PLLC).
• New engagement date: February 18, 2026 (Marcum Asia CPAs LLP).
• Hudgens’ reports for FYs ended June 30, 2025 and 2024 included going‑concern language but had no adverse opinions, qualifications, or reportable events.
• The Company asked Hudgens for a letter stating whether it agrees with the 8‑K disclosure; the letter has not been received and will be filed within two business days of receipt.
• Neither the Company nor its agents consulted Marcum Asia on the reportable‑event matters described in Regulation S‑K Item 304 for the periods in question.

Why It Matters

• A change in the independent auditor is a material governance event investors watch because it can affect financial oversight and disclosure quality. The prior auditor’s going‑concern language highlights existing uncertainty about the Company’s financial condition.
• The filing reports no disagreements or reportable events with the dismissed auditor, which reduces immediate regulatory concern. Investors should watch for the auditor’s response letter (to be filed if received) and for any subsequent disclosures about the Company’s liquidity or audit findings.