WASTE ENERGY CORP. 8-K/A

What Happened Waste Energy Corp. (WAST) filed an 8-K on May 27, 2026 (Item 4.01) reporting that its certifying accountant, Integrität Audit, Accounting & Advisory, LLC, resigned during the FY2025 audit cycle following a disagreement about additional legal review procedures tied to a previously disclosed Arizona litigation (the “AZ Litigation,” initiated in 2024). Integrität had served as the company’s auditor for about three years (FY2023 and FY2024 audits) and had previously consented to the FY2024 filing. The company says it provided the complete litigation file (delivered May 11, 2026), multiple supplemental legal analyses (including written responses on May 1 and a legal-exposure opinion on May 8, 2026), a conference with litigation counsel on May 14, 2026, and standing AS 2505 confirmations for securities counsel (April 7, 2026). Integrität’s May 19, 2026 correspondence acknowledged the matter “may not have a material impact on the financial statements” but nonetheless resigned; Integrität’s resignation letter dated May 22, 2026 is included as Exhibit 16.1.

Key Details

• Integrität served as Waste Energy’s auditor for FY2023 and FY2024 and resigned during the FY2025 audit cycle (correspondence May 19, resignation letter May 22, 2026).
• Company provided full litigation materials: written audit responses (May 1), supplemental legal opinion (May 8), complete court file (May 11), and a counsel conference (May 14).
• The company says Integrität did not identify any specific accounting adjustment, reserve deficiency, disclosure revision, restatement, or incorrect counsel representation before resigning.
• The company proposed enhanced ASC 450-20 disclosure language for Commitments and Contingencies and offered to address outside legal consultation fees referenced by Integrität.

Why It Matters A change in certifying accountant is material for investors because it triggers a formal change-in-auditor disclosure (Item 4.01) and typically precedes appointment of a successor auditor and completion of the audit. Waste Energy emphasizes that the disagreement was over additional legal review procedures—not a documented financial misstatement—and states it had supplied counsel, documents, and proposed disclosure under ASC 450-20. Investors should watch future filings for (1) the company’s appointment of a new independent auditor, (2) any updates to the FY2025 audit status or 10-K filing timing, and (3) any further disclosures about the AZ Litigation.